Exhibit 4.4 


 




EXECUTION
VERSION



	 



  





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

as Depositor


 


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

as Master Servicer


 


CWCAPITAL ASSET MANAGEMENT LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


December 1, 2018


 


Benchmark 2018-B8 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2018-B8


 





	 



 






     


     


    







 





TABLE OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	 	ARTICLE
    I	 	 
	 	 	 	 
	 	DEFINITIONS	 	 
	 	 	 	 
	Section 1.01	Defined
    Terms	 	5
	Section 1.02	Certain
    Calculations	 	113
	 	 	 	 
	 	ARTICLE
    II	 	 
	 	 	 	 
	 	CONVEYANCE
    OF MORTGAGE LOANS;	 	 
	 	ORIGINAL
    ISSUANCE OF CERTIFICATES	 	 
	 	 	 	 
	Section 2.01	Conveyance
    of Mortgage Loans	 	114
	Section 2.02	Acceptance
    by Trustee	 	120
	Section 2.03	Representations,
    Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects
    in Mortgage Files and Breaches of Representations and Warranties	 	125
	Section 2.04	Execution
    of Certificates; Issuance of Lower-Tier Regular Interests	 	142
	Section 2.05	Creation
    of the Grantor Trust	 	142
	 	 	 	 
	 	ARTICLE
    III	 	 
	 	 	 	 
	 	ADMINISTRATION
    AND	 	 
	 	SERVICING
    OF THE TRUST FUND	 	 
	 	 	 	 
	Section 3.01	The
    Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
    the Serviced Companion Loans and REO Properties	 	142
	Section 3.02	Collection
    of Mortgage Loan Payments	 	150
	Section 3.03	Collection
    of Taxes, Assessments and Similar Items; Servicing Accounts	 	155
	Section 3.04	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution
    Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	 	160
	Section 3.05	Permitted
    Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	166
	Section 3.06	Investment
    of Funds in the Collection Account and the REO Account	 	178
	Section 3.07	Maintenance
    of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	180
	Section
    3.08	Enforcement
    of Due-on-Sale Clauses; Assumption Agreements	 	185










 






    i


     


    




 










	Section 3.09	Realization
    Upon Defaulted Loans and Companion Loans	191
	Section 3.10	Trustee
    and Custodian to Cooperate; Release of Mortgage Files	194
	Section 3.11	Servicing
    Compensation	196
	Section 3.12	Inspections;
    Collection of Financial Statements	203
	Section 3.13	Access
    to Certain Information	209
	Section 3.14	Title
    to REO Property; REO Account	222
	Section 3.15	Management
    of REO Property	224
	Section 3.16	Sale
    of Defaulted Loans and REO Properties	226
	Section 3.17	Additional
    Obligations of Master Servicer and Special Servicer	233
	Section 3.18	Modifications,
    Waivers, Amendments and Consents	235
	Section 3.19	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	247
	Section 3.20	Sub-Servicing
    Agreements	255
	Section 3.21	Interest
    Reserve Account	258
	Section 3.22	Directing
    Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	259
	Section 3.23	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder	259
	Section 3.24	Intercreditor
    Agreements	263
	Section 3.25	Rating
    Agency Confirmation	265
	Section 3.26	The
    Operating Advisor	267
	Section 3.27	Companion
    Paying Agent	274
	Section 3.28	Companion
    Register	274
	Section 3.29	Certain
    Matters Relating to the Non-Serviced Mortgage Loans	275
	Section 3.30	[Reserved]	276
	Section 3.31	Resignation
    Upon Prohibited Risk Retention Affiliation	276
	Section 3.32	Delivery
    of Excluded Information to the Certificate Administrator	277
	 	 	 
	 	ARTICLE
    IV	 
	 	 	 
	 	DISTRIBUTIONS
    TO CERTIFICATEHOLDERS	 
	 	 	 
	Section 4.01	Distributions	278
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	289
	Section 4.03	P&I
    Advances	295
	Section 4.04	Allocation
    of Realized Losses	298
	Section 4.05	Appraisal
    Reduction Amounts; Collateral Deficiency Amounts	299
	Section 4.06	Grantor
    Trust Reporting	303
	Section 4.07	Investor
    Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	304
	Section 4.08	Secure
    Data Room	308





 






    ii


     


    




 





	 	ARTICLE
    V	 
	 	 	 
	 	THE
    CERTIFICATES	 
	 	 	 
	Section 5.01	The
    Certificates	309
	Section 5.02	Form
    and Registration	309
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	313
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	321
	Section 5.05	Persons
    Deemed Owners	322
	Section 5.06	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	322
	Section 5.07	Maintenance
    of Office or Agency	323
	Section 5.08	Appointment
    of Certificate Administrator	323
	Section 5.09	[Reserved]	324
	Section 5.10	Voting
    Procedures	324
	 	 	 
	 	ARTICLE
    VI	 
	 	 	 
	 	THE
    DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 

    OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE 

    DIRECTING CERTIFICATEHOLDER	 
	 	 	 
	Section 6.01	Representations,
    Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	325
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	331
	Section 6.03	Merger,
    Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset
    Representations Reviewer	332
	Section 6.04	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	334
	Section 6.05	Depositor,
    Master Servicer and Special Servicer Not to Resign	339
	Section 6.06	Rights
    of the Depositor in Respect of the Master Servicer and the Special Servicer	339
	Section 6.07	The
    Master Servicer and the Special Servicer as Certificate Owner	340
	Section 6.08	The
    Directing Certificateholder	340
	 	 	 
	 	ARTICLE
    VII	 
	 	 	 
	 	SERVICER
    TERMINATION EVENTS	 
	 	 	 
	Section 7.01	Servicer
    Termination Events; Master Servicer and Special Servicer Termination	348
	Section 7.02	Trustee
    to Act; Appointment of Successor	356










 






    iii


     


    




 










	Section
    7.03	Notification
    to Certificateholders	358
	Section 7.04	Waiver
    of Servicer Termination Events	359
	Section 7.05	Trustee
    as Maker of Advances	359
	 	 	 
	 	ARTICLE
    VIII	 
	 	 	 
	 	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	360
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	361
	Section 8.03	Trustee
    and Certificate Administrator Not Liable for Validity or Sufficiency
    of Certificates or Mortgage Loans	363
	Section 8.04	Trustee
    or Certificate Administrator May Own Certificates	364
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification
    of Trustee and Certificate Administrator	364
	Section 8.06	Eligibility
    Requirements for Trustee and Certificate Administrator	366
	Section 8.07	Resignation
    and Removal of the Trustee and Certificate Administrator	366
	Section 8.08	Successor
    Trustee or Certificate Administrator	369
	Section 8.09	Merger
    or Consolidation of Trustee or Certificate Administrator	370
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	370
	Section 8.11	Appointment
    of Custodians	371
	Section 8.12	Representations
    and Warranties of the Trustee	371
	Section 8.13	Provision
    of Information to Certificate Administrator, Master Servicer and Special Servicer	373
	Section 8.14	Representations
    and Warranties of the Certificate Administrator	373
	Section 8.15	Compliance
    with the PATRIOT Act	374
	 	 	 
	 	ARTICLE
    IX	 
	 	 	 
	 	TERMINATION	 
	 	 	 
	Section 9.01	Termination
    upon Repurchase or Liquidation of All Mortgage Loans	375
	Section 9.02	Additional
    Termination Requirements	378
	 	 	 
	 	ARTICLE
    X	 
	 	 	 
	 	ADDITIONAL
    REMIC PROVISIONS	 
	 	 	 
	Section 10.01	REMIC
    Administration	379
	Section 10.02	Use
    of Agents	383
	Section 10.03	Depositor,
    Master Servicer and Special Servicer to Cooperate with Certificate Administrator	383
	Section 10.04	Appointment
    of REMIC Administrators	383





 






    iv


     


    




 





	 	ARTICLE
    XI	 
	 	 	 
	 	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	Section 11.01	Intent
    of the Parties; Reasonableness	384
	Section 11.02	Succession;
    Subcontractors	385
	Section 11.03	Filing
    Obligations	387
	Section 11.04	Form
    10-D and Form ABS-EE Filings	388
	Section 11.05	Form
    10-K Filings	392
	Section 11.06	Sarbanes-Oxley
    Certification	395
	Section 11.07	Form
    8-K Filings	396
	Section 11.08	Form
    15 Filing	398
	Section 11.09	Annual
    Compliance Statements	398
	Section 11.10	Annual
    Reports on Assessment of Compliance with Servicing Criteria	400
	Section 11.11	Annual
    Independent Public Accountants’ Attestation Report	402
	Section 11.12	Indemnification	403
	Section 11.13	Amendments	405
	Section 11.14	Regulation
    AB Notices	406
	Section 11.15	Certain
    Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	406
	Section 11.16	Certain
    Matters Regarding Significant Obligors	411
	Section 11.17	Impact
    of Cure Period	411
	 	 	 
	 	ARTICLE
    XII	 
	 	 	 
	 	THE
    ASSET REPRESENTATIONS REVIEWER	 
	 	 	 
	Section 12.01	Asset
    Review	411
	Section 12.02	Payment
    of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability	418
	Section 12.03	Resignation
    of the Asset Representations Reviewer	419
	Section 12.04	Restrictions
    of the Asset Representations Reviewer	419
	Section 12.05	Termination
    of the Asset Representations Reviewer	420
	 	 	 
	 	ARTICLE
    XIII	 
	 	 	 
	 	MISCELLANEOUS
    PROVISIONS	 
	 	 	 
	Section 13.01	Amendment	423
	Section 13.02	Recordation
    of Agreement; Counterparts	427
	Section 13.03	Limitation
    on Rights of Certificateholders	428
	Section 13.04	Governing
    Law; Submission to Jurisdiction; Waiver of Jury Trial	429
	Section 13.05	Notices	429
	Section 13.06	Severability
    of Provisions	436
	Section 13.07	Grant
    of a Security Interest	436
	Section 13.08	Successors
    and Assigns; Third Party Beneficiaries	436










 






    v


     


    




 





	Section 13.09	Article and Section Headings	 	437
	Section 13.10	Notices to the Rating Agencies	 	437
	Section 13.11	PNC Bank, National Association	 	439




 






    vi


     


    




 





	EXHIBITS
	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-D Certificate
	Exhibit A-10	Form of Class A-S Certificate
	Exhibit A-11	Form of Class B Certificate
	Exhibit A-12	Form of Class C Certificate
	Exhibit A-13	Form of Class D Certificate
	Exhibit A-14	Form of Class E-RR Certificate
	Exhibit A-15	Form of Class F-RR Certificate
	Exhibit A-16	Form of Class G-RR Certificate
	Exhibit A-17	Form of Class NR-RR Certificate
	Exhibit A-18	Form of Class R Certificate
	Exhibit A-19	Form of Class S Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	Form of Investment Representation Letter
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit D-3	Form of Transferee Certificate for Transfers of Risk Retention Certificates
	Exhibit D-4	Form of Transferor Certificate for Transfers of Risk Retention Certificates
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R and Class S Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period
	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate




 







    vii


     


    

 





	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit P-1G	Form of Certification of Directing Certificateholder
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney – Master Servicer
	Exhibit R-2	Form of Power of Attorney – Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	Form of Operating Advisor Annual Report
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement




 






    viii


     


    




 





	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	Certificate Administrator Receipt of the Risk Retention Certificates
	 	 
	SCHEDULES
	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	Class A-SB Planned Principal Balance Schedule
	Schedule 3	Mortgage Loans With “Performance”, “Earn-Out” or “Holdback” Escrows or Reserves Exceeding 10% of the Initial Principal Balance of the Mortgage Loan (or related Whole Loan, if applicable)




 






    ix


     


    















 





This Pooling and Servicing
Agreement is dated and effective as of December 1, 2018, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


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


 


The Depositor intends
to sell the Certificates to the Underwriters and the Initial Purchasers.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of the entitlement to Excess Interest and amounts in the Excess Interest Distribution Account)
and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS,
Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR and Class LNR-RR Uncertificated
Interests (the “Lower-Tier Regular Interests”), which will evidence the “regular interests” in the
Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which
is the sole Class of “residual interests” in the Lower-Tier REMIC and is represented by the Class R Certificates.


 






     


     


    

 


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


 


	Class Designation	 	Interest
    Rate	 	Original
                   Lower-Tier
 Principal Amount
	Class LA1	 	(1)	 	$	9,994,000	 
	Class LA2	 	(1)	 	$	102,721,000	 
	Class LA3	 	(1)	 	$	4,487,000	 
	Class
    LA4	 	(1)	 	$	115,000,000	 
	Class
    LA5	 	(1)	 	$	478,261,000	 
	Class LASB	 	(1)	 	$	23,849,000	 
	Class LAS	 	(1)	 	$	102,279,000	 
	Class LB	 	(1)	 	$	51,140,000	 
	Class LC	 	(1)	 	$	41,961,000	 
	Class LD	 	(1)	 	$	23,000,000	 
	Class LE-RR	 	(1)	 	$	22,894,000	 
	Class LF-RR	 	(1)	 	$	22,292,000	 
	Class LG-RR	 	(1)	 	$	10,490,000	 
	Class LNR-RR	 	(1)	 	$	40,649,462	 
	Class LR	 	None(2)	 	 	None(2)   	 



 





 






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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR,
Class F-RR, Class G-RR and Class NR-RR Certificates, each of which represents a “regular interest” in
the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC regular interests will have the same Pass-Through Rates as their
corresponding Certificates and the same original principal amounts or notional amounts as the original certificate balance or notional
amount of their corresponding Certificates as shown on the “Certificates” table, below.


 


The Upper-Tier REMIC
also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interests” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.


 






    2


     


    

 


THE CERTIFICATES


 


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


 


	Corresponding Certificates	 	Approx. Initial Pass-Through Rate	 	Original Certificate Balance or Notional Amount
	Class A-1 Certificates 	 	3.3145	%	 	$	9,994,000	 
	Class A-2 Certificates 	 	4.1485	%	 	$	102,721,000	 
	Class A-3 Certificates 	 	3.9823	%	 	$	4,487,000	 
	Class A-4 Certificates 	 	3.9628	%	 	$	115,000,000	 
	Class A-5 Certificates 	 	4.2317	%	 	$	478,261,000	 
	Class A-SB Certificates 	 	4.1282	%	 	$	23,849,000	 
	Class X-A Certificates 	 	0.6689	%(1)	 	$	836,591,000	(2)
	Class X-B Certificates 	 	0.1416	%(1)	 	$	51,140,000	(2)
	Class A-S Certificates 	 	4.5324	%	 	$	102,279,000	 
	Class B Certificates 	 	4.7334	%	 	$	51,140,000	 
	Class C Certificates 	 	4.8750	%	 	$	41,961,000	 
	Class X-D Certificates 	 	1.8750	%(1)	 	$	23,000,000	(2)
	Class D Certificates 	 	3.0000	%	 	$	23,000,000	 
	Class E-RR Certificates 	 	4.8750	%	 	$	22,894,000	 
	Class F-RR Certificates 	 	4.8750	%	 	$	22,292,000	 
	Class G-RR Certificates 	 	4.8750	%	 	$	10,490,000	 
	Class NR-RR Certificates 	 	4.8750	%	 	$	40,649,462	 
	Class R Certificates 	 	None(3)	 	 	 	N/A	 
	Class S Certificates 	 	None(3)	 	 	 	N/A	 



 





 






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



 


		(2)	None
                                         of the Class X-A, Class X-B or Class X-D Certificates will have a Certificate
                                         Balance; rather, such Classes will accrue interest as provided herein on the Class X-A
                                         Notional Amount, the Class X-B Notional Amount and the Class X-D Notional Amount,
                                         as applicable.



 


		(3)	Neither
                                         the Class R nor the Class S Certificates will have a Certificate Balance or a Notional
                                         Amount, and will not bear interest or be entitled to distributions of Prepayment Premiums
                                         or Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC
                                         Distribution Account after all required distributions under this Agreement have been
                                         made to each Class of Regular Certificates will be deemed distributed to the Class UR
                                         Interest and shall be payable to the Holders of the Class R Certificates.



 


THE GRANTOR TRUST


 


The Class S Certificates
shall represent undivided beneficial interests in the corresponding portions of the Grantor Trust, which consists of the Class
S Specific Grantor Trust Assets, as described herein. As provided herein, the Certificate Administrator shall not take any


 






    3


     


    

 


actions
to cause the portion of the Trust Fund referred to as the Grantor Trust to (i) fail to maintain its status as a trust the
beneficiaries of which are treated as the owners under federal income tax law or (ii) to be treated as part of any Trust
REMIC. The beneficial interests in the Grantor Trust will be represented by the Class S Certificates, which will not have Certificate
Balances or Notional Amounts, and will not bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance
Charges.


 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $1,049,017,463.


 


WHOLE LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA	Non-Serviced
    Primary Servicing Fee Rate	Companion Loan  Type	Servicing Shift Lead Note
    (if any)
	1	Aventura
    Mall 	Non-Serviced	Aventura
    Mall Trust 2018-AVM	0.00125%	Pari
    Passu and Subordinate	N/A
	2	Staples
    Strategic Industrial 	Serviced	N/A	NAP	Pari
    Passu	N/A
	4	Saint
    Louis Galleria 	Servicing
    Shift	(1)	NAP	Pari
    Passu	A-1-A1
	5	10
    Brookline Place 	Serviced	N/A	NAP	Pari
    Passu	N/A
	8	Moffett
    Towers - Buildings E,F,G 	Non-Serviced	DBGS
    2018-C1	0.00250%	Pari
    Passu	N/A
	9	Workspace	Non-Serviced	JPMCC
    2018-WPT	0.00125%	Pari
    Passu and Subordinate	N/A
	10	145
    Clinton 	Serviced	N/A	NAP	Pari
    Passu	N/A
	12	Kawa
    Mixed Use Portfolio 	Serviced	N/A	NAP	Pari
    Passu	N/A
	15	DUMBO
    Heights Portfolio 	Non-Serviced	Benchmark
    2018-B7	0.00250%	Pari
    Passu and Subordinate	N/A
	16	5444
    & 5430 Westheimer 	Serviced	N/A	NAP	Pari
    Passu	N/A
	18	Moffett
    Towers II - Building 1 	Non-Serviced	Benchmark
    2018-B6	0.00125%	Pari
    Passu	N/A
	19	TripAdvisor
    HQ 	Non-Serviced	DBGS
    2018-C1	0.00250%	Pari
    Passu	N/A
	22	636
    11th Avenue 	Non-Serviced	Benchmark
    2018-B4	0.00250%	Pari
    Passu	N/A
	25	1421
    West Shure Drive 	Serviced	N/A	NAP	Pari
    Passu	N/A
	28	Sheraton
    Music City 	Non-Serviced	Benchmark
    2018-B4	0.00250%	Pari
    Passu	N/A


 





 






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



 






    4


     


    

 


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


 


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


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    5


     


    

 


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


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further
amended in accordance with the terms thereof. For the avoidance of doubt, each Intercreditor Agreement related to an AB Whole Loan
is an AB Intercreditor Agreements related to the Trust.


 


“AB Modified
Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced
Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced
PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which
the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either
an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in
effect.


 


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


 


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


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note
made by the related Mortgagor(s) and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the
Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage
Loan documents and as provided in the related Intercreditor Agreement.


 


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


 


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


 


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

 






    6


     


    


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Special Servicer may forbear taking any enforcement action, provided that the
Special Servicer has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard (unless a Control
Termination Event has occurred and is continuing (or other than with respect to any Excluded Loan), with the consent of the Directing
Certificateholder (and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination
Event (or other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as provided in
Section 6.08 hereof)) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal
Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor
Agreement), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not
at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region
in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided,
however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling
Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have
more than thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; provided,
further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances
do not allow the Special Servicer to consult with the Directing Certificateholder or any applicable AB Whole Loan Controlling Holder,
as applicable, the Special Servicer is not required to do so. The Special Servicer (at the expense of the Trust Fund) shall be
entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


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


 


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


 






    7


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    8


     


    

 



“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


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


 




    9


     


    

 


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


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a)
hereof, the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or
clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.


 


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be
reduced to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust or as otherwise set forth in Section 4.05(d). Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and
pursuant to the terms of the applicable Non-Serviced PSA.


 



    10


     


    

 



“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan and Serviced
Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application
of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan
or related Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage
Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan,
as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage
Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver
has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at
a single tenant property declares bankruptcy (and not otherwise dismissed within such time), (v) sixty (60) days after the
date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) a
payment default has occurred with respect to the related Balloon Payment; provided, however, if (A) the related Mortgagor
is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within thirty (30)
days after the payment default, who will be required to promptly deliver a copy to the Special Servicer, the Operating Advisor
and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event)), (B) the related Mortgagor
continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage
Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder consents, an Appraisal Reduction Event will not occur until sixty (60) days beyond the related Maturity Date,
unless extended by the Special Servicer in accordance with the Mortgage Loan documents or this Agreement; and provided,
further, if the related Mortgagor has delivered to the Master Servicer, who will be required to promptly deliver a copy
to the Special Servicer, the Operating Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event), on or before the sixtieth (60th) day after the related Maturity Date, a refinancing commitment reasonably
acceptable to the Special Servicer, and the Mortgagor continues to make its Assumed Scheduled Payments (and no other Appraisal
Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will not
occur until the earlier of (1) one hundred twenty (120) days beyond the related Maturity Date (or extended Maturity Date) and (2)
the termination of the refinancing commitment, and (vii) immediately after such Mortgage Loan or related Companion Loan, as
applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clauses (iii) and (iv) shall
not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that an Appraisal
Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates
have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating
Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, as applicable, promptly upon such
Person having notice or knowledge of the occurrence of any of the
foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject
to the provisions of Section 4.05 hereof.


 


“Appraisal Review
Period”: As defined in Section 4.05(b)(ii).


 




    11


     


    

 


“Appraised-Out
Class”: As defined in Section 4.05(b)(i).


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate.


 


“ASR Consultation
Process”: As defined in Section 2.03(n)(i).


 


“Asset Representations
Reviewer”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor asset representations reviewer appointed as herein provided.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    12


     


    

 



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


 


“Asset Review
Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of the
aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO Loan in
the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior
to and including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans are Delinquent Loans and the outstanding
principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance
of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) as of the end
of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least fifteen (15) Mortgage
Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least
20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any
REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan),
that is delinquent in respect of
its Balloon Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable
to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have
been due on such Mortgage 


 






    13


     


    

 


Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage
Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if
applicable, assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof
occurring in connection with a modification of such Mortgage Loan, in connection with a default or bankruptcy (or similar proceeding),
and (b) interest on the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining
P&I Advances, the portion allocable to any related Companion Loan) at the applicable Mortgage Rate (net of interest at the
Servicing Fee Rate and net of any applicable interest at the Non-Serviced Primary Servicing Fee Rate).


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a).


 


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


 


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


 


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


 


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


 


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


 






    14


     


    

 


inclusive, of Section 3.05(b); and (C) any Net Investment Earnings
contained therein;


 


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


 


(v)            all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class S
Certificates);


 


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


 


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


 


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


 


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


 


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


 


(d)           with respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to
Section 3.21(b); and


 


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


 


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


 


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


 






    15


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California, Minnesota, New York,
Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of either the Master Servicer
or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee are located, or the
New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive
order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2018-B8, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder.


 






    16


     


    

 


Wells
Fargo Bank, National Association will perform its duties as certificate administrator hereunder through its Corporate Trust Services
division.


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.006680%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (including any Non-Serviced Mortgage Loan, but not the portion of an REO Loan related
to any Companion Loan) as of the preceding Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Borrower Party or any Sub-Servicer (as applicable) or Affiliate of any of such Persons
shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned
by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely
with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates


 






    17


     


    

 


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


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 






    18


     


    

 


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


 


“Class A
Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class  A-5, Class A-SB and
Class A-S Certificate.


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.3145%.


 


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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.1485%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.9823%.


 


“Class A-4
Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-4
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.9628%.


 


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


 


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.2317%.


 


“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-10
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    19


     


    

 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i)
4.5324% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 4.1282%.


 


“Class A-SB
Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution
Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-11
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i)
4.7334% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-12
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class D
Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-13
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.0000%.


 


“Class E-RR
Certificate”: A Certificate designated as “Class E-RR” on the face thereof, in the form of Exhibit A-14
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class F-RR
Certificate”: A Certificate designated as “Class F-RR” on the face thereof, in the form of Exhibit A-15
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    20


     


    

 


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


 


“Class G-RR
Certificate”: A Certificate designated as “Class G-RR” on the face thereof, in the form of Exhibit A-16
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


“Class LA2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original


 



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


 


“Class LA3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


 


“Class LA4
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


 


“Class LA5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of
the Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth
in the Preliminary Statement hereto.


 


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


 


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


 


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


 






    21


     


    



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class NR-RR
Certificate”: A Certificate designated as “Class NR-RR” on the face thereof, in the form of Exhibit A-17
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-18
hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 






    22


     


    

 


“Class S
Certificate”: A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-19
hereto, and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets.


 


“Class S
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest in the Excess Interest
Distribution Account and the proceeds thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class X-D
Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-9
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 






    23


     


    

 


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


 


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


 


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


 


“Closing Date”:
December 27, 2018.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8,
Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement
and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the


 






    24


     


    

 


related
Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of the Collection
Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed
to such Companion Loan and shall not be an asset of the Trust or any Trust REMIC formed hereunder.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders
of the Companion Loans, relating to the Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2018-B8”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or Grantor Trust, but instead
shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account.
Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution
Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


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


 


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


 


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


 


“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than


 






    25


     


    

 


Non-Serviced
Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date
other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of
the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari
Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate of
0.0025% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period
with respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu
Companion Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings
payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect
to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event
will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However,
if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related
Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding
Principal Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan
documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in
such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing
Standard, (Y) at the request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred
and is continuing, and only with respect to the Mortgage Loans other than an Excluded Loan, the Directing Certificateholder or
(Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above,
the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i)
above in connection with such Prohibited Prepayments.


 


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


 


“Consultation
Termination Event”: At any date at which no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts; provided, that prior to the applicable Servicing
Shift Securitization Date, no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to the related Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable
to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that
a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal
Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With respect to any Excluded Loan,
a Consultation Termination Event shall be deemed to exist with respect to such Excluded Loan at all times.


 






    26


     


    

 


“Control Eligible
Certificates”: Any of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.


 


“Control Termination
Event”: The occurrence of the Certificate Balance of the Class E-RR Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a)
hereof) being reduced to less than 25% of the Original Certificate Balance of such Class; provided, that prior to the applicable
Servicing Shift Securitization Date, no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder
related to the related Servicing Shift Whole Loan and the term “Control Termination Event” shall not be applicable
to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that
a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal
Balance Certificates other than the Control Eligible Certificates have been reduced to zero. With respect to any Excluded Loan,
a Control Termination Event shall be deemed to exist with respect to such Excluded Loan at all times.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a then aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to
such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided that if at any time the Certificate Balances of the Certificates other than the Control Eligible Certificates have
been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the Controlling Class will
be the most subordinate class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero
without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR-RR
Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Master Servicer,
the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor
or Special Servicer, as applicable. The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled
to rely on any such list so provided.


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank, National Association,
600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer
Services (CMBS) Benchmark 2018-B8 and (ii) for all other purposes, to the Trustee, at 9062 Old Annapolis Road, Columbia, Maryland,
21045,


 






    27


     


    

 


Attention:
Corporate Trust Services (CMBS), Benchmark – Commercial Mortgage Securities Trust 2018-B8.


 


“Corrected Loan”:
Any Specially Serviced Loan (A) that (a) with respect to the circumstances described in clauses (i), (ii) and (iii) of
the definition of Servicing Transfer Event, the related Mortgagor thereunder has brought such Mortgage Loan or Companion Loan current
and thereafter made three (3) consecutive full and timely Periodic Payments, including pursuant to any workout of such Mortgage
Loan or Serviced Companion Loan, when (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii),
(ix) and (x) of the definition of Servicing Transfer Event, such circumstances cease to exist in the good faith judgment of the
Special Servicer, or when (c) with respect to the circumstances described in clause (viii) of the definition of Servicing
Transfer Event, such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived
by the Special Servicer, and (B) (provided that at that time no other Servicing Transfer Event exists that would cause
such Mortgage Loan or Companion Loan to continue to be characterized as a Specially Serviced Loan) the servicing of which the Special
Servicer has returned to the Master Servicer pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


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


 


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


 


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


 


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


 






    28


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    29


     


    

 


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


 


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


 


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


 


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


 






    30


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    31


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    32


     


    

 


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


 


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


 


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


 


“Crossed Mortgage
Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the
underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or more
individual Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized
and cross-defaulted Mortgage Loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group in the Trust Fund.


 


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


 


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


 






    33


     


    

 


Collateral
for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against
the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Excluded Loan)
unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the
repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned
or delayed.


 


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


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination, the sum of (i) with respect to any Mortgage Loan, all Appraisal
Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect.
The Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s calculation
or determination of any Cumulative Appraisal Reduction Amount.


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate
Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder
through its Document Custody division.


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in December 2018, or with respect
to any Mortgage Loan that has its first Due Date in January 2019, the date that would have otherwise been the related Due Date
in December 2018.


 


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


 


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


 


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


 






    34


     


    

 


interest,
the related Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal (based
on the remaining amortization term).


 


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


 


“Defaulted Loan”:
A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent at least sixty (60)
days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect
of a Balloon Payment, such period shall be sixty (60) days if the related Mortgagor has provided the Master Servicer or the Special
Servicer with a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage
Loan from an acceptable lender reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such
commitment shall promptly forward a copy of such commitment or application to the Master Servicer or the Special Servicer, as applicable,
if it is not evident that a copy has been delivered to such other party); and, in either case, such delinquency is to be determined
without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to
the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of
doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


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


 


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


 






    35


     


    

 


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


 


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


 


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


 


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


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


 


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


 


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


 


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


 


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


 


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


 


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


 






    36


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    37


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)           a copy of all zoning reports;


 


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


 


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


 


(n)           a copy of all UCC searches;


 


(o)           a copy of all litigation searches;


 


(p)           a copy of all bankruptcy searches;


 






    38


     


    

 


(q)           a copy of the origination settlement statement;


 


(r)            a copy of the Insurance Consultant Report;


 


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


 


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


 


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


 


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


 


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


 


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


 


“Directing Certificateholder”:
(A) With respect to any Servicing Shift Whole Loan, the Directing Certificateholder shall be the related Loan-Specific Directing
Certificateholder, and (B) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage Loan), the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class
Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however,
that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing


 






    39


     


    

 


Certificateholder;
provided, however, that, in the case of this clause (iii), in the event that no one Holder owns the
largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed
in accordance with the terms of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the
Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein. After the
occurrence and during the continuance of a Consultation Termination Event, there will be no Directing Certificateholder. The Depositor
shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of any party
to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder
has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding
the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder. The initial
Directing Certificateholder shall be Barings LLC.


 


“Directing Certificateholder
Asset Status Report Approval Process”: As defined in Section 3.19(d).


 


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


 


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


 






    40


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in January 2019. The initial
Distribution Date shall be January 17, 2019.


 


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


 






    41


     


    

 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured debt obligations of
which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days or
more, and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the
deposits are to be held in such account for less than thirty (30) days and (C) the long-term unsecured debt obligations of
which are rated at least “BBB+” by S&P, if the deposits are to be held in such account for thirty (30) days or
more, and the short-term debt


 






    42


     


    

 


obligations
of which are rated at least “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt
obligations of such depository institution or trust company are rated no less than “BBB” by S&P), if the deposits
are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term
rating of at least “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations
of such depository institution or trust company are rated no less than “BBB” by S&P), if the deposits are to be
held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “BBB”
from S&P and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “A-1”
from S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution
or trust company are rated no less than “BBB” by S&P) and “F2” from Fitch (if the deposits are to
be held in the account for thirty (30) days or less) or such other rating confirmed in a Rating Agency Confirmation; (iii) an
account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s (a) long-term
unsecured debt rating or deposit account rating shall be at least “BBB+” by S&P and “A-“ by Fitch
if the deposits are to be held in the account for more than 30 days or (b) short-term deposit account or short-term unsecured
debt rating shall be at least “A-2” by S&P and “F-1” by Fitch if the deposits are to be held in the
account for 30 days or less; (iv) such other account or accounts that, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (ii) above,
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or
with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (iv) any other account or accounts
not listed in clauses (i) – (ii) above with respect to which a Rating Agency Confirmation has been obtained
from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained
by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated trust
account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust
company that has corporate trust powers, acting in its fiduciary capacity, provided that any federal or state chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R.
§ 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit,
passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An institution that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS, Fitch, KBRA, Moody’s,
Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for
such transaction citing servicing or other


 






    43


     


    

 


relevant
concerns with the special servicer, operating advisor or asset representations reviewer as the sole or material factor in such
rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d), (c) is
not (and is neither affiliated nor Risk Retention Affiliated with) a Mortgage Loan Seller, Master Servicer, Special Servicer,
the Depositor, the Third Party Purchaser, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of
their respective Affiliates, (d) has neither performed (and is not affiliated with any party hired to perform) any due diligence,
loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion
Loan prior to the Closing Date for or on behalf of any Mortgage Loan Seller, any Underwriter, any party to this Agreement or the
Directing Certificateholder or any of their respective Affiliates, nor been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates
or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible Operating
Advisor”: An institution (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating
Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor
on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more
classes of certificates for such transaction citing servicing concerns with the Operating Advisor in its capacity as the special
servicer or operating advisor on such CMBS transaction 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 6.01(c) of this Agreement;
(c) that is not (and is neither affiliated nor Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Third Party Purchaser, the Directing Certificateholder,
a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of
a Companion Loan, or any of their respective Affiliates; (d) that has not been paid by any Special Servicer or successor Special
Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment
or recommendation for replacement of a successor Special Servicer to become the Special Servicer; (e) that (x) has been
regularly engaged in the business of analyzing and advising clients in CMBS matters and that has at least five (5) years of experience
in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial real estate asset
management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not
directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in
the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset
Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).


 


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


 






    44


     


    

 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially Serviced Loan, (i)
in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder,
the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person other than the Special Servicer, the Directing
Certificateholder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such Non-Specially Serviced
Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan, the Special
Servicer.


 


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


 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class S Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 2002-19, as amended by Prohibited Transaction Exemption 2013-08 (as such exemption may be amended
from time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class F-RR,
Class G-RR and Class NR-RR Certificates is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as
a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Benchmark 2018-B8 Mortgage Trust 2018-B8, Commercial Mortgage
Pass-Through Certificates, Series


 






    45


     


    

 


2018-B8,
Class S, Excess Interest Distribution Account”, and which must be an Eligible Account (or a subaccount of an Eligible
Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class S Certificates.
The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor
Trust.


 


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


 


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


 


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


 


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


 






    46


     


    

 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class
Loan and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class
Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder or Controlling
Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered
in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder
and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both
an Excluded Loan and an Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to
the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide each
of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate Administrator
to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the
extent provided in this Agreement. As of the Closing Date, there is no Excluded Controlling Class Holder related to the Trust.


 


“Excluded Controlling
Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, is a Borrower Party. As of the Closing Date, there are no Excluded Controlling
Class Loans related to the Trust.


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or
the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status Reports (or summaries thereof),
any Operating Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value
determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s
Certificates delivered by the Trustee, the Master Servicer or the Special Servicer supporting any determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Information
by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, other than such information with respect
to such Excluded Controlling Class Loan(s) that is aggregated with information of other Mortgage Loans at a pool level. For the
avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any
Schedule AL Additional File shall not be considered “Excluded Information”. Each of the Master Servicer, the Special
Servicer or the Operating Advisor shall deliver any Excluded Information that is to be posted to the Certificate Administrator's
Website to the Certificate Administrator in accordance with Section 3.32(a) hereof. For the avoidance of doubt, the
Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded Information”
tab on the Certificate


 






    47


     


    

 


Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.32(a) hereof.


 


“Excluded Loan”:
Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party. For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class
Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


 


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


 


“Excluded Special
Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded
Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status
Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding an Excluded
Special Servicer’s net present value determination, any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e),
and any Officer’s Certificates delivered by the Master Servicer or the applicable Excluded Special Servicer supporting any
determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated
as Excluded Special Servicer Information by the applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor,
as applicable, other than such information with respect to such Excluded Special Servicer Loan(s) that is aggregated with information
of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating
to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


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


 


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


 


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


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder or the AB Whole Loan Controlling
Holder that does not include any communication (other than the Final Asset Status Report) between the Special Servicer and the
Directing Certificateholder with respect to such Specially Serviced Loan


 






    48


     


    

 


or
between the Special Servicer and the AB Whole Loan Controlling Holder) required to be delivered by the Special Servicer by the
Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable,
by the Directing Certificateholder or the AB Whole Loan Controlling Holder, as applicable, pursuant to the Directing Certificateholder
Asset Status Report Approval Process or following completion of the ASR Consultation Process, as applicable. For the avoidance
of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in
in accordance with the procedure described Section 3.19(d). In addition, during an Operating Advisor Consultation
Event, no Asset Status Report will be a Final Asset Status Report unless and until the Operating Advisor is consulted with on
a non-binding basis or deemed to have been consulted with pursuant to this Agreement. No such consultation is required prior to
an Operating Advisor Consultation Event and, during such period, the Operating Advisor is only required to review Final Asset
Status Reports delivered to it by the Special Servicer; provided that the Operating Advisor shall request delivery of a Final
Asset Status Report to the extent it has actual knowledge of such Final Asset Status Report. Each Final Asset Status Report shall
be labeled or otherwise identified or communicated as being final by the Special Servicer.


 


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


 


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


 


“Final Recovery
Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
if related to a Mortgage Loan other than an Excluded Loan and made prior to the occurrence of a Consultation Termination Event,
with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan), Corrected Loan or REO Property (other than
a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to
Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other person pursuant to Section 3.16(b),
any Companion Holder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, Special Servicer,
the Holders of the Controlling Class, or the Holders of the Class R Certificates pursuant to Section 9.01) that
there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries
that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable. With respect to all
Mortgage Loans other than the Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing
Certificateholder shall have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates,
five (5) Business Days) to review and approve each such recovery determination by the Special Servicer; provided, however,
that if the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt of the
initial recovery determination, such consent shall be deemed given.


 


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


 






    49


     


    

 


Depositor,
notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder
and the Special Servicer, and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated.


 


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


 


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


 


“Franchise Required
Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) subject to a franchise agreement with a related
comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to
transfer or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust.
For the avoidance of doubt, the only Franchise Required Mortgage Loans with respect to the Trust are the Mortgage Loans secured
by the Mortgaged Properties identified as “Embassy Suites Anaheim”, “Crowne Plaza Melbourne”, “Residence
Inn Boise City Center”, “Glenn Hotel Downtown Atlanta” and “Sheraton Music City” on the Mortgage
Loan Schedule.


 


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


 


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


 


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


 


“Gain-on-Sale
Proceeds”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), the excess of (i) Liquidation
Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage
Loan pursuant to the related Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan on the
date on which Liquidation Proceeds were received and the amount that would have been received if a payment in full of principal
and all other outstanding amounts had been paid with respect to such Mortgage Loan (including any amounts allocated as a Yield
Maintenance Charge, Prepayment Premium, recovery of any late payment charges and default interest or recovery of any assumption
fees or Modification Fees).


 


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


 






    50


     


    

 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2018-B8 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-B8, Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


 


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


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which is classified as a trust under Treasury regulation section 301.7701-4 and
the beneficiaries of which are treated as the owners of the trust under section 671 of the Code.


 


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


 


“GSMC”:
Goldman Sachs Mortgage Company, a New York corporation.


 


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


 


“Impermissible
Asset Representations Reviewer Affiliate”: As defined in Section 3.31.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.31.


 


“Impermissible
Operating Advisor Affiliate”: As defined in Section 3.31.


 


“Impermissible
TPP Affiliate”: As defined in Section 3.31.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b)
of the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is
in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together
with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof,
(ii) does not have any material direct financial interest in or any material indirect financial interest in any of the


 






    51


     


    

 


Trustee,
the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the
Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage
Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with
the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other
Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that
a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder, the Companion Holders or any Affiliate thereof merely because such Person is
the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder,
the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the
total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership of 1% or less of any
Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


 


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


 


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


 


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


 






    52


     


    

 


“Initial
Purchasers”: J.P. Morgan Securities LLC., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and
Goldman Sachs & Co. LLC.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Insurance Consultant
Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller
or a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all


 






    53


     


    

 


Insurance
Policies covering the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider
and the amount of coverage and any applicable deductible.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, Interest Reserve Account”, into
which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Regular Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to


 






    54


     


    

 


the
extent permitted by applicable law, (i) other than in the case of Class X Certificates, one month’s interest on
that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in
the case of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Weighted Average
Net Mortgage Rate for such Distribution Date.


 


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


 


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


 


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


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor Certification”:
A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit P-1B, Exhibit
P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
the Directing Certificateholder (to the extent such Person is not a Certificateholder), a Certificate Owner, a prospective purchaser
of a Certificate or a Companion Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that
either (a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and information
made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a
Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such
Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date Statements prepared by
the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus (except in the case of a
certification by a Companion Holder) and (iv) such Person agrees to keep any Privileged Information confidential and will
not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be
permitted to reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information
relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower
Party (if such


 






    55


     


    

 


Excluded
Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website
on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be, and
(ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information
with respect to any related Excluded Controlling Class Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 






    56


     


    

 


(v) such
Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class
or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder
in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan is sold by the Special
Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer (A) with respect to each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgage Loan) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds with respect to
the related Mortgage Loan (including the related Companion Loan, if applicable), or REO Property (in any case, other than amounts
for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of
such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds
(net of the related costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan
or REO Property, as the case may be, and (B) with respect to each Mortgage Loan and each Serviced Companion Loan (with respect
to any Serviced Companion Loan, only to the extent that (i) the Special Servicer is enforcing the related mortgage loan seller’s
obligations under the applicable mortgage loan purchase agreement with respect to such Serviced Companion Loan and (ii) the related
Liquidation Fee is not otherwise required to be paid to the special servicer engaged with respect to such Serviced Companion Loan
securitization trust or otherwise prohibited from being paid to the Special Servicer (in each case, under the related Other Pooling
and Servicing Agreement)) as to which the Special Servicer obtains any payment or Loss of Value Payment from the applicable mortgage
loan seller in connection with the repurchase of such Mortgage Loan and Serviced Companion Loan in accordance with Section 2.03(l),
equal to the product of the Liquidation Fee Rate and the related payment or Loss of Value Payment (exclusive of default interest);
provided, however, that any such fee payable with respect to the Serviced Companion Loan shall be payable solely
from proceeds on such Serviced Companion Loan; provided, however, that no Liquidation Fee shall be payable with respect
to (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof (except if such Affiliate
purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control
Termination Event, if the Directing Certificateholder or an Affiliate thereof, purchases any Specially Serviced Loan within ninety
(90) days after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report
with respect to such Specially Serviced Loan, the Special Servicer will not be entitled to a Liquidation Fee in connection with
such purchase by the Directing Certificateholder or its Affiliates), (b) any event described in clause (iv) and (vii) of the definition
of “Liquidation Proceeds” (or any substitution in lieu of a repurchase) so long as such repurchase, substitution or
Loss of Value Payment occurs prior to the termination of the Extended Cure Period, (c) any event described in clauses (v) and (vi)
of the definition of “Liquidation Proceeds”, as long as, with respect to a purchase pursuant to


 






    57


     


    

 


clause
(vi) of the definition of “Liquidation Proceeds”, a purchase occurs within ninety (90) days following the date that
the first purchase option trigger occurs resulting in such purchase option holder’s purchase option becoming exercisable
during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) with
respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller
for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling
and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such repurchase occurs prior
to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion Loan by
any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other
Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing
Transfer Event described in clause (i) or (ii) of the definition of “Servicing Transfer Event”,
Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan
or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due
to the application of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a
Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan
documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount
of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any
related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve
(12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation
Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller
makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension period
of ninety (90) days).


 


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


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by
the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R
Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property


 






    58


     


    

 


by
(a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16
and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve
Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that, for the
purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss
of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds”
from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage
Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation
Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms
of the related Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to each Servicing Shift Whole Loan, the “Controlling Holder”,
the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific
Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing
Shift Lead Note. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder
under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, DBNY (or an affiliate) is
expected to be the Loan-Specific Directing Certificateholder with respect to the Servicing Shift Whole Loan secured by the Mortgaged
Property identified on the Mortgage Loan Schedule as “Saint Louis Galleria”.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB,
Class LAS, Class LB, Class LC, Class LD, Class LE-RR, Class LF-RR, Class LG-RR and Class LNR-RR
Uncertificated Interests.


 






    59


     


    

 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2018-B8, Lower-Tier REMIC Distribution Account”. Any such account, accounts or
sub-accounts shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    60


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


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


 


(i)          the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay
to the order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 






    61


     


    

 


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


 


(iii)        an original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in
blank, and except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from
the applicable recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the
originator to “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8” or in blank and, in the case of any
Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor
Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 


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


 


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


 


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


 


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


 






    62


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include
such documents and instruments


 






    63


     


    

 


required to be included therein unless they are actually received by the Custodian, (b) if
there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in
the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to
the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall
be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect
to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate
assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided
to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of the
Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken
by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of such instrument
shall be construed to be so undertaken by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as
the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in connection with any Non-Serviced
Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller
of copies of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage
Loan, with respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan
and any assignments or other transfer documents referred to in clauses (iii), (v), (vi), (vii), (ix)
and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee and need
only be in such form as was delivered to the applicable Non-Serviced Trustee or a custodian on its behalf, and (f) in connection
with any (A) Non-Serviced Mortgage Loan, any and all document delivery requirements as regards the related Mortgage File (or any
portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will also be satisfied by the delivery, in
compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified
above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan) to the custodian under the related
Non-Serviced PSA (in such form as was delivered to the custodian under the related Non-Serviced PSA) and (B) Servicing
Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior
to the Closing Date and such documents (other than the documents described in clause (i) above) shall be transferred to the custodian
pursuant to Section 2.01(i).


 


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


 






    64


     


    

 


“Mortgage
Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage
Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


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


 


(a)         the Loan Number;


 


(b)         the Mortgage Loan Seller;


 


(c)         the Mortgage Loan name;


 


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


 


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


 


(f)          the original principal balance;


 


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


 


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


 


(i)          the Due Date;


 


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


 


(k)         the Servicing Fee Rate;


 


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


 


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


 


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


 






    65


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Net Investment
Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Account or Companion Distribution Account
for any period from any


 






    66


     


    

 


Distribution
Date to the immediately succeeding Master Servicer Remittance Date, the amount by which the aggregate of all losses, if any, incurred
during such period in connection with the investment of funds relating to the Trust held in such account in accordance with Section 3.06,
exceeds the aggregate of all interest and other income realized during such period on such funds.


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the
portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated
Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver
or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting
from a bankruptcy, insolvency or similar proceeding involving the Mortgagor; provided, further, that for any Mortgage
Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely for
purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage
Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue
in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related
Net Mortgage Rate; provided, further, that, with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month
period (A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the
Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the
final Distribution Date), will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or
February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld
in the immediately preceding January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be
calculated as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 






    67


     


    

 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than an portion of an REO Loan related to a Companion Loan) which, in the reasonable
judgment of the Master Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued
and unpaid interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any Specially
Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan), in consultation
with the Directing Certificateholder), make a determination in accordance with the Servicing Standard, that any P&I Advance
previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect
to a Serviced Mortgage Loan, the Master Servicer shall deliver to the master servicer and, to the extent required under the related
Intercreditor Agreement, special servicer under any Other Pooling and Servicing Agreement, and, with respect to a Non-Serviced
Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master Servicer under the Non-Serviced PSA), the
Certificate Administrator, the Trustee, the Directing Certificateholder, the Operating Advisor and the 17g-5 Information Provider
notice of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master
Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any P&I Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer
or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make
its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable
P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer or Non-Serviced Special Servicer,
as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a P&I Advance
with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination
shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related
Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special
Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan,
if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master
Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master
Servicer, Special Servicer or Trustee, as applicable, shall be entitled (a) to consider (among other things) (i) the
obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan(s), as applicable, as it may have been
modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies,
as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future


 






    68


     


    

 


adverse
change with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in
the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely
in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing
Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment in the case of the
Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries, (d) to give due regard to the
existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or
delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the fact that related proceeds are a source of
recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance
and (e) with respect to a Non-Serviced Whole Loan, any non-recoverability determination of the Non-Serviced Master Servicer or
Non-Serviced Trustee under the related Non-Serviced PSA relating to a principal and interest advance for a Non-Serviced Companion
Loan. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, shall be entitled to give
due regard to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect
to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master
Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential
source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being
deferred or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not
reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing
Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its
capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates
or other information for making a recoverability determination (and, upon the reasonable request by the Trustee, Master Servicer
or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market
value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s, Special
Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and
binding on the Certificateholders. The determination by the Master Servicer, the Special Servicer or the Trustee, as the case
may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s
Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator,
the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to
any Mortgage Loan other than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating
Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any
Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available,





 



    69


     


    




 


related income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan or the related Mortgaged Property). The Trustee shall be
entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a P&I Advance
is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if
any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer, the
Special Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest
thereon, at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan, Whole Loan
or REO Property. In making such recoverability determination, such Person shall be entitled (a) to consider (among other things)
(i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it
may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current conditions and
occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding
the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery
of which are being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee because there is insufficient
principal available for such reimbursement, in light of the fact that related proceeds are a source of recovery not only for the
Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person,
in considering whether a Servicing Advance is a Nonrecoverable Servicing Advance, shall be entitled to give due regard to the existence
of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement
of which, at the time of such consideration, is being deferred or delayed by the Master Servicer, the Special Servicer or the Trustee,
in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the Servicing Advance under
consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts
which are or may be being deferred or delayed. In addition, any such Person may update or change its recoverability determinations
at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent
with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the case of the Trustee
(solely in its capacity as Trustee), may obtain, promptly upon request, from the Special Servicer at the


 






    70


     


    

 


expense
of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master
Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting
party for such purpose). Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination
as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination
by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been
made or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed
recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer
or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior
to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan)
(and in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee), the Operating Advisor (but only in the case
of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided,
however, that the Special Servicer may, at its option (with respect to any Specially Serviced Loan, prior to the occurrence
of a Consultation Termination Event (other than with respect to any Excluded Loan), in consultation with the Directing Certificateholder)
make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made
is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan,
the Master Servicer shall deliver to the applicable master servicer under the related Other Pooling and Servicing Agreement, and
with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced Master), the Certificate
Administrator, the Trustee, the Directing Certificateholder, the Operating Advisor and the 17g-5 Information Provider notice
of such determination. Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer
and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer
that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer
or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have
the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status,
property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion
Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances
hereunder with any information in its possession regarding


 






    71


     


    

 


the Specially Serviced Loans and REO Properties as such party required
to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a Servicing Advance is or would
be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer
requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be
entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than emergency
advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized Mortgage
Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any Servicing Advance previously made or proposed to be made in respect
of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer
or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class D, Class E-RR, Class
F-RR, Class G-RR, Class NR-RR, Class S or Class R Certificate.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    72


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.03(f).


 


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


 






    73


     


    

 


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


 


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


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided electronically
and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s
Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency under this
Agreement or that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website and that such NRSRO will keep such information
confidential, except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to
recertify to the foregoing each time it accesses the 17g-5 Information Provider’s Website.


 


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


 


“Offered Certificates”:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class A-S, Class B and Class C Certificates.


 


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


 


“Offshore Transaction”:
Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


“Operating Advisor”:
Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns, or any successor
operating advisor appointed as herein provided.


 


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


 


“Operating Advisor
Consultation Event”: The occurrence of the Certificate Balances of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR
Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of such Classes) is 25% or less of the initial Certificate Balances of such Classes in the aggregate.


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees to pay with
respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05 of this
Agreement; provided that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately
identifiable fee; provided, further, that


 






    74


     


    

 


the
Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided,
further, that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor
Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing
Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis,
with the Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan and REO Loan (excluding (i) the Non-Serviced Mortgage Loans, (ii) the Servicing
Shift Mortgage Loan and (iii) any Companion Loan), the fee payable to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.002300%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders
of the related Companion Loan(s) (as a collective whole as if such Certificateholders and Companion Holders constituted a single
lender), and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good
faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating
Advisor or any of its Affiliates may have with any of the underlying Mortgagors, a manager of a Mortgaged Property, the Mortgage
Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
any Certificateholder or any of their 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 Certificates having greater than 25% of the aggregate Voting Rights, provided that with respect to any
such failure which is not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period
of thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial


 






    75


     


    

 


thirty
(30) day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying
that it has diligently pursued, and is continuing to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    76


     


    

 


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


 


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


 


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


 


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


 


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


 


“Other Securitization”:
As defined in Section 11.06.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3
Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB
Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through
Rate, the Class D Pass-Through


 






    77


     


    

 


Rate,
the Class E-RR Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class NR-RR
Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate or the Class X-D Pass-Through
Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)          direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae,


  






    78


     


    

 


Freddie
Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and
credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any obligation
of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only if such
investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating
Agency to any Certificate (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then
rated by such Rating Agency, such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations
of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency
bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates
and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations
mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or (with respect to money market fund
investments only) “AAAm” by S&P, if such obligations mature in 365 days or less;


 


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


 


(iii)        repurchase agreements or obligations with respect to any security described in clause (i) above where such security has
a remaining maturity of one


  






    79


     


    

 


year
or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting as principal)
described in clause (ii) above;


 


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


 


(v)         commercial paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation
or other entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing
in one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of each of Fitch
and KBRA (if rated by KBRA) and (1) in the case of such investments with maturities of 30 days or less, the short-term obligations
of which corporation are rated at least “A-1” by S&P, (2) in the case of such investments with maturities of three
(3) months or less, but more than thirty (30) days, the short-term obligations of which are rated at least “A-1+” by
S&P (or “A-1” by S&P if the obligations mature within sixty (60) days), or the long-term obligations of
which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), (3) in the case
of such investments with maturities of six months or less, but more than three months, the short-term obligations of which are
rated at least “A-1+” by S&P, or the long-term obligations of which corporation are rated at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P), and (4) in the case of such investments with maturities
of more than six months, the short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P,
or the long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of
“A-1” by S&P);


 


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


 






    80


     


    

 


referred
to in clause (i) above and (b) have net assets of not less than $5,000,000,000;


 


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


 


(viii)      any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) –
(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


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


 


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


 






    81


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was
subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied
to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect to each Mortgage
Loan or Serviced Companion Loan, as applicable, with a Due


 






    82


     


    

 


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


 


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


 


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


 


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


 


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


 


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB,
Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR
Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution
Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided
that the Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any
reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to any Non-


 






    83


     


    

 


Serviced
Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on
such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage
Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount
for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections
on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above,
if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently
recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution
Date related to the period in which such recovery occurs).


 


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


 


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


 


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


 


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


 


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


 






    84


     


    

 


confidentiality
obligation and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, based on advice of legal counsel), required
by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Person (including the Directing Certificateholder) who provides the Certificate Administrator with
an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO
Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Special
Servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling Class Certificateholder,
any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling
Class Loan(s)), and (ii) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder,
any information other than the Distribution Date Statement. In determining whether any Person is an Additional Servicer or an Affiliate
of the Operating Advisor, the Certificate Administrator may rely on a certification by the Master Servicer, the Special Servicer,
any Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the
Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or
indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above; provided,
further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator
to restrict the Special Servicer’s access to any information on the Master Servicer’s Internet website or the Certificate
Administrator’s Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special
Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loans; and provided,
further, that any Excluded Controlling Class Holder shall be permitted to reasonably request and obtain in accordance with
Section 4.02(f) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available
to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it


 






    85


     


    

 


constituting
Excluded Information) from the Master Servicer or the Special Servicer, as the case may be. Notwithstanding any provision to the
contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict access by
the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated December 11, 2018.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase Price”:
With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
of this definition, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan
Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


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


 


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


 


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


 






    86


     


    




 


(iv)      if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations
Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation,
including any Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller
and any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal
fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan); provided,
however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners
in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k)
hereof; plus


 


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


 


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


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which may include Fitch
and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) or (b) “A”
by Fitch (or, if not rated by Fitch, at least “A-”


 






    87


     


    

 


or
an equivalent rating as “A-” by one other nationally recognized insurance rating organization (which may include S&P
or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained
pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that
has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims paying ability)
with at least one of the following ratings: (a) “A3” by Moody’s, (b) “A-” by S&P,
(c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by
DBRS, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced
by a Rating Agency Confirmation.


 


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


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable
to special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or
an Affiliate of the Operating Advisor or the Asset Representations Reviewer (and, if appointed by the Directing Certificateholder
or with the approval of the requisite vote of certificateholders following the Operating Advisor’s recommendation to replace
the Special Servicer pursuant to Section 7.01(d), is not the originally replaced special servicer or its affiliate), (iii) is
not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations
under this Agreement, and (y) 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, (iv) is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating
Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi)  currently has a special servicer rating of at least “CSS3” from Fitch, and (vii) is not a special servicer
that has been cited by KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in a transaction serviced by the applicable servicer prior to the time of determination and (viii) is included on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Special Servicer.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have
the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of


 






    88


     


    

 


twelve
30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less
than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio
equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each
case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date
of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a
then-current debt service coverage ratio at least equal to the greater of the original debt service coverage ratio of the
removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified replacement mortgage” within
the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage
Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after
the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those
of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate
Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination
Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder;
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage
Loan if it would result in an Adverse REMIC Event or the imposition of tax other than a tax on income expressly permitted or contemplated
to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that
indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will
be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of
principal and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then
the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each
such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii)
through (xviii); provided that the rates described in clause (ii) above and the remaining term to
stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided,
further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall be lower
than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage
Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee,
the Certificate Administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder.


 


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


 






    89


     


    

 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in January 2052.


 


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


 


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


 


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


 


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


 


“Realized Loss”:
As defined in Section 4.04(a).


 


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


 


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class D, Class X-D, Class E-RR, Class F-RR, Class G-RR and Class NR-RR
Certificates.


 


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


 


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


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in,
or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also, with
respect to a particular matter, any other officer to whom such matter is referred because of such


 






    90


     


    

 



officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book Entry Certificates deposited
with the Certificate Administrator as custodian for the Depository.


 


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


 


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


 


	
        Related
Certificates 
	
        Related

Lower-Tier Regular Interest 

	Class A-1 Certificates 	Class LA1 Uncertificated Interest
	Class A-2 Certificates 	Class LA2 Uncertificated Interest
	Class A-3 Certificates 	Class LA3 Uncertificated Interest
	Class A-4 Certificates 	Class LA4 Uncertificated Interest
	Class A-5 Certificates 	Class LA5 Uncertificated Interest
	Class A-SB Certificates 	Class LASB Uncertificated Interest
	Class A-S Certificates 	Class LAS Uncertificated Interest
	Class B Certificates 	Class LB Uncertificated Interest
	Class C Certificates 	Class LC Uncertificated Interest
	Class D Certificates 	Class LD Uncertificated Interest
	Class E-RR Certificates 	Class LE-RR Uncertificated Interest
	Class F-RR Certificates 	Class LF-RR Uncertificated Interest
	Class G-RR Certificates 	Class LG-RR Uncertificated Interest
	Class NR-RR Certificates 	Class LNR-RR Uncertificated Interest


 


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


 






    91


     


    

 


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


 


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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “CWCapital Asset Management LLC, or the applicable
successor special servicer, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit
of registered holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, REO
Account”. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable), deemed
for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so
long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage
Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the
same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if


 



    92


     


    

 


applicable, including, without limitation, with
respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard
to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of a
REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing
Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable
to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding
until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the
related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan(s) will be available for amounts due
to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification
payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such
Serviced Whole Loan, in accordance with Section 3.05(a) or with respect to the Serviced AB Subordinate Companion Loan,
as set forth in the related Intercreditor Agreement.


 


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


 






    93


     


    

 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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





 


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


 


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


 


“Requesting
Holders”: As defined in Section 4.05(b).


 


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


 


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


 


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


 


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


 



    94


     


    

 


Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


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


 


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


 


“Retained Fee
Rate”: An amount equal to 0.00250% per annum with respect to each Mortgage Loan.


 


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


 


“Retaining Party”:
Any Holder of a Risk Retention Certificate and any successor Holder of such Risk Retention Certificate.


 


“Retaining Sponsor”:
JPMorgan Chase Bank, National Association.


 


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


 


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


 


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


 


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


 


“Risk Retention
Certificate”: Individually and collectively the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.


 


“Risk Retention
Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such joint final
rule has been codified, inter alia, at 12 C.F.R. § 43), under Section 15G of the Securities Exchange Act of 1934, as added
by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Office of the
Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the
Federal Housing Finance Agency, the Securities and Exchange Commission and the


 



    95


     


    

 


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.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


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


 


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


 


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


 


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


 


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


 


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


 






    96


     


    

 


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


 


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


 


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


 


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


 


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


 


“Serviced AB
Subordinate Companion Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan.


 


“Serviced AB
Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement.


 


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


 


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


 


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


 


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


 


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


 






    97


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    98


     


    

 


“Servicing Advances”:
All customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee,
as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage
Loan, the related Serviced Companion Loan(s)), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency
or other unanticipated event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, including,
in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance
with the Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration
and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds
of the nature described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,”
(iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the
operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated
herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances”
shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment,
supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses
incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the
Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase
rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes
the rate at which applicable master servicing, primary servicing and sub-servicing fees accrue (except that with respect to any
Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, such rate only includes the rate at which master servicing fees accrue),
in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner
in which interest is calculated in respect of such loans. With respect to any Servicing Shift Whole Loan, prior to the related
Servicing Shift Securitization Date, in addition to the rate described in the preceding sentence, the “Servicing Fee Rate”
shall include the related Non-Serviced Primary Servicing Fee Rate. With respect to each Serviced Companion Loan (other than the
Serviced AB Subordinate Companion Loan or any Servicing Shift Companion Loan), the “Servicing Fee Rate” shall be a
per annum rate equal to 0.00250%. With respect to each Serviced AB Subordinate Companion Loan, the “Servicing Fee
Rate” shall be a per annum rate equal to 0%. With respect to the Servicing Shift Companion Loan, prior to the related
Servicing


 



    99


     


    

 


Shift Securitization Date, the “Servicing Fee Rate” shall be a per annum rate equal to the related Non-Serviced
Primary Servicing Fee Rate.


 


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such
items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the
identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates to any period
after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of any engineering
reports or property condition reports; (ii) other than with respect to a hotel property (except with respect to tenanted commercial
space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of
all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (iii) copies
of related financial statements or operating statements; (iv) all legal opinions (excluding attorney-client communications
between the related Mortgage Loan Seller, and its counsel that are privileged communications or constitute legal or other due diligence
analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable
insurance policies, if any, delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal
for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents
were required to be delivered in connection with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that
the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports
that were received by the applicable Mortgage Loan Seller relating to the relevant Mortgaged Property.


 


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


 


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


 


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


 






    100


     


    

 


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


 


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


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a related Non-Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each of the
parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA)
with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included
in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, the Non-Serviced
Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee.


 


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


 


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


 


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


 


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


 






    101


     


    

 


(ii)               with
respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with respect
to the related Balloon Payment; provided that if (A) the related Mortgagor has provided prior to the related Maturity
Date a fully executed term sheet or refinancing commitment or a signed purchase and sale agreement for a refinancing of the related
Mortgage Loan or sale of the Mortgaged Property (in each case subject only to typical due diligence and closing conditions) in
a manner consistent with CMBS market practices and that is satisfactory in form and substance to the Master Servicer from an acceptable
lender or purchaser reasonably satisfactory to the Master Servicer, which provides that a refinancing of such Mortgage Loan or
Whole Loan or the sale of the related Mortgaged Property will occur within one hundred and twenty (120) days after the date on
which such Balloon Payment will become due (and the Master Servicer shall promptly forward such documentation to the Special Servicer),
(B) the related Mortgagor continues to make its Assumed Scheduled Payment and (C) no other Servicing Transfer Event
shall have occurred with respect to such Mortgage Loan or Serviced Companion Loan, a Servicing Transfer Event will not occur until
the earlier of (1) one hundred twenty (120) days beyond the related Maturity Date and (2) the date on which such documentation
expires; or


 


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


 


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


 


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


 






    102


     


    

 


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


 


(vii)             the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or


 


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


 


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


 


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


 






    103


     


    

 


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


 


Notwithstanding the foregoing,
the Special Servicer may elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be a Specially Serviced
Loan as a result of imminent default under clause (iv) or (x) above. Upon receipt of any such written notice, the Master Servicer
shall deliver an Officer’s Certificate to each of the Depositor and the Special Servicer with its determination of whether
to transfer such Mortgage Loan to special servicing under clause (iv) or (x) above and the reasons for such determination, and
such determination will be conclusive with respect to a servicing transfer at that time.


 


“Significant
Obligor”: As defined in Section 11.16.


 


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


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of a Definitive
Certificate) holding 100% of the then-outstanding Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates;
provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-


 



    104


     


    

 


4,
Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have been retired.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    105


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR
and Class NR-RR Certificate.


 






    106


     


    

 


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


 


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


 


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


 


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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


 


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


 


“Third Party
Purchaser”: Massachusetts Mutual Life Insurance Company.


 


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


 






    107


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Benchmark 2018-B8 Mortgage Trust”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in
the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the
Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under
the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds
thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to
the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the


 



    108


     


    

 


Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account. the Interest Reserve Account,
the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale Reserve Account)
and any REO Account (to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable;
(ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and
remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the
Lower-Tier Regular Interests; (xii) [reserved], (xiii) [reserved] and (xiv) 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 related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations
will be an asset of the Trust.


 


“Trust-Level
Basis”: With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its duties
with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating Advisor Consultation
Event, with respect to Major Decisions on Non-Specially Serviced Loans) under this Agreement, taking into account the Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance report, attestation report, Major
Decision Reporting Package (after the occurrence and during the continuance of an Operating Advisor Consultation Event), Asset
Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event), Final Major Decision
Reporting Package, Final Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer or
made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar
year (together with any additional information and material reviewed by the Operating Advisor) (other than any communications between
the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


 


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


 


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


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


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


 


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


 






    109


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 


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


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity


 



    110


     


    

 


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


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the
date of determination) and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to
Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any
notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)
hereof) of such Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator
of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether
to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j)
or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the
Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof)
of the Principal Balance Certificates, each determined as of the Distribution Date immediately preceding such time. None of the
Class R or Class S Certificates shall be entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to
any payments received during any applicable Grace Period).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion, such Mortgage Loan and
its related Companion


 



    111


     


    

 


Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement.
With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness
under the related Mortgage Loan and the related Companion Loan(s).


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan, a fee of 1.00% of each collection (other than Penalty Charges and Excess
Interest) of interest and principal (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic
Payments, (ii) Balloon Payments, (iii) Principal Prepayments, (iv) Excess Interest and (v) payments (other than
those included in clause (i) or (ii) of this definition) at maturity or Anticipated Repayment Date, received
on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


“YM Group”:
YM Group A, YM Group B, YM Group C, YM Group D or YM Group RR, as applicable.


 


“YM Group A”:
Collectively, the Class A Certificates and the Class X-A Certificates.


 


“YM Group B”:
Collectively, the Class B and Class X-B Certificates.


 






    112


     


    

 


“YM Group C”:
The Class C Certificates.


 


“YM Group D”:
Collectively, the Class X-D and Class D Certificates.


 


“YM Group RR”:
Collectively, the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates.


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)               
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be
made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)               Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 


(iii)              Any reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date
shall refer to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect
to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a), (b) and (c),
(b) any Realized Losses allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04,
and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously
reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution
Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant
to Section 4.04(a).


 


(iv)             Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect
to a Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special
Servicer, the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such
date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based
on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for
all


 



    113


     


    

 


other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or
update of such Appraisal) of the related Mortgaged Property.


 


(v)              Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced
AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust
and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the
related Mortgage Loan and Serviced Pari Passu Companion Loan.


 


[End of Article I]


 


Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01       
Conveyance of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in
trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, whether
now owned or existing or hereafter acquired or arising, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii)
and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase
Agreements, (iii) the Intercreditor Agreements, and (iv) all other assets included or to be included in the Trust Fund
(collectively, the “Conveyed Property”). Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable
on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments of principal collected on or before the Cut-off
Date). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding
Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of
Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)),
6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended
that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned


 



    114


     


    

 


Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and
14 in connection therewith.


 


(b)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers to the extent provided in the applicable Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with
respect to letters of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so
assigned, with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with
an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iii), (iv), (vii), and (ix) of the definition
of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to
be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument
has been delivered, or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such
non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance
company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted
for filing or recording) is delivered to the Custodian on or before the Closing Date, and either the original of such non-delivered
document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title
insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of
“Mortgage File”, to be a true and complete copy of the original thereof submitted for recording), with evidence of
filing or recording thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within
such longer period, not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the
applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90)
days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required
to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to
in clauses (ii), (iii), (iv), (vii), and (ix) (or, if applicable, a copy thereof) of the
definition of “Mortgage File,” with evidence of filing or recording thereon, for any other reason, including, without
limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered
document or instrument, and such non-delivered document or


 



    115


     


    

 


instrument shall be deemed to have been included in the Mortgage
File, if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the
original thereof submitted for recording) is delivered to the Custodian on or before the Closing Date. Neither the Trustee nor
any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to
any Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete
and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)),
clause (x) (to the extent not already assigned pursuant to clause (iii)) or clause (ix) of
the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to any
existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such
Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H;
provided that all required original assignments with respect to such Mortgage Loan (in fully complete and recordable form
or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days
after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to
so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than
every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the
appropriate public filing office or county recorder’s office the applicable filing or recording information as to the related
document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of
any such assignments shall be subject to clause (e) of the final proviso to the definition of “Mortgage File”
herein. If, in accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of
this Agreement, as to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing,
as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage
File”, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such
Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or
filing information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment
(with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as contemplated by
Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters of credit
referred to in clause (xii) of the definition of “Mortgage File” and relating to a Serviced Mortgage Loan,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in
the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on
behalf of Wells Fargo Bank, National Association, as


 



    116


     


    

 


Trustee, for the benefit of registered holders of Benchmark 2018-B8 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8”, and a copy to the Custodian or, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of
such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may
be required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable
terms thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with
respect to any letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable
Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s
Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b),
one of which shall be delivered to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the
appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan
Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian within thirty
(30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any
costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn
by the Master Servicer on behalf of the Trust.


 


(c)               Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage
Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage,
each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and, individually, “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage
Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording,
as the case may be, in the applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver
one (1) omnibus assignment for all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances
provided for in the last sentence of this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the
related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will, promptly (and in
any event within one hundred twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s
actual receipt of the related documents and the necessary recording and filing information) cause to be submitted for recording
or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate,
each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in the case of a UCC
Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or
to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the


 



    117


     


    

 


same to the Custodian or its
designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be deemed
a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered
to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document
or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it
is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a
defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee
shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage
Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly
recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation
of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who
may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s
expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the
expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of
the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and
retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an
Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other
and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)              All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall


 



    118


     


    

 


be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5)
Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)               The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer)
for deposit into Servicing Accounts.


 


(g)              With
respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide
any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to
the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort
letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter).


 


(h)              Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via email to
each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor at the email addresses set forth in this Agreement) an officer’s
certificate to the address set forth in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that
the electronic copies of the documents and information uploaded to the Intralinks Site constitute all documents and information
required under the definition of “Diligence File” (the “Diligence File Certification”), which shall
be organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the related
Mortgage Loan Seller, and shall provide the Master Servicer and Special Servicer with access to the Intralinks Site.


 






    119


     


    

 


(i)                Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with a Servicing
Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement
(other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the
related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with
the related Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially
Serviced Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected
in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2)
no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i)
the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced
PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior
to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this
Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing
Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may
be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating
to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage
Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised,
required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing
Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion
(or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery)
and recordation of instruments of assignment in the name of the related Other Trustee or related Non-Serviced Custodian, (d) if
the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment
so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable
requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in
clauses (x) and (xii) of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other
Servicer..


 


(j)                On the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format and Excel format,
the Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1 to the Prospectus in EDGAR-Compatible
Format and Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


 


Section 2.02       
Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice
of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or
a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and


 



    120


     


    

 


(b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage
Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and
shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)              Within
sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as
no Consultation Termination Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any
Excluded Loan), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
in full) that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception
Report”), (i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01
hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit and the required
Officer’s Certificate), if any, of the definition of “Mortgage File”, as applicable, are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (e), (f) and (h) in the definition of “Mortgage Loan Schedule” is correct. With
respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage
Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan
Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related
Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s
office).


 


(c)               The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder
and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related
Mortgage Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception
report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein
and Section 2.01 hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession,


 



    121


     


    

 


(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian
and appear regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (e), (f) and (h) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)              
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in
the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return
of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation
on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and,
with respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the
Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination
Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit
with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the
Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related
Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such
funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines
and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the
Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller,
or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below
in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding
the two immediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate
Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect
to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or
remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related
Mortgage Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6
of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required
to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable
extension period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of
a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan
Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the


 



    122


     


    

 


Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in
accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any
taxes payable on income or gain with respect thereto.


 


(e)               It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the
definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or
any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented
purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)               
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any


 



    123


     


    

 


material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable
Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter
until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with
particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating
items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but
are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


Pursuant to the related
Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable
Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation
of all such Mortgage Loan documents has been completed.


 


(g)              
If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person
for a Mortgage Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request,
a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it
receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase
Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request
or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special
Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format
so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1
Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to
the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in
each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


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


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other
requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and
(B) no


 



    124


     


    

 


information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to
the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1
Notice.


 


In the event that the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request
to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially
Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is a ‘Repurchase
Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the Benchmark 2018-B8 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 requiring action by you as the ‘Repurchase Request
Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer, as
applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party
shall comply with the procedures set forth in this Section 2.02(g) with respect to such Repurchase Request. In no event
shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02
of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given,
and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice
of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be
provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially
Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase
or replacement.


 


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby
represents and warrants that:


 


(i)               The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the


 



    125


     


    

 


power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)               
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)               
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)               
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)               
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)              
After its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced
Loan) or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing
that the applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan
Seller’s discovery of any Material Defect, (ii) such
Mortgage Loan Seller’s receipt of notice of any Material Defect from any party to this Agreement or (iii) in the case
of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x) the discovery of any Material
Defect by any party to this Agreement or (y) receipt of a notice of any Material Defect by the applicable Mortgage Loan Seller
(such 90-day period, the “Initial Cure Period”), (A) cure such Material Defect in all material respects,
at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the
Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected


 



    126


     


    

 


Mortgage Loan or REO Loan (excluding
any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage
Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect
to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (excluding any related
Serviced Companion Loan, if applicable) (provided that in no event shall any such substitution occur on or after the second
anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date, if such
Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller
has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable
Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period
(such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such
cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute
a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted))
and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have
delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such
officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer and (with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable
of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with
the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within
the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified
Mortgage shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable
Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted
by wire transfer to the Master Servicer for deposit into the Collection Account.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially
Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf of the Trust (and, with respect to
any Mortgage Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such


 



    127


     


    

 


Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. The Special Servicer shall determine the amount
of any applicable Loss of Value Payment (with the consent of the Directing Certificateholder in respect of any Mortgage Loan that
is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) and, in the case of any
PSA Party Repurchase Request with respect to Non-Specially Serviced Loans prior to the occurrence of a Resolution Failure, shall
communicate such amount to the Master Servicer for its enforcement action with the applicable Mortgage Loan Seller. In connection
with any such determination with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special
Servicer, but in any event within the time frame and in the manner provided in Section 3.19, with the Servicing File
and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s
possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to the extent
set forth in Section 3.19 in order to permit the Special Servicer to calculate the Loss of Value Payment as set forth
in this Section 2.03(b). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the
Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment
shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Master Servicer or the Special Servicer,
as applicable, on behalf of the Trust, provided that (i) prior to any such agreement or settlement, nothing in this
paragraph shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising
any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement
or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage
Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a
Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced
Mortgage Loan, if a “material document defect” under, and as such term or any analogous term is defined in, the related
Non-Serviced PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage Loan Seller (or
other responsibly party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related Mortgage
Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however,
that the foregoing shall not apply to any “material document defect” related to the promissory note for the related
Non-Serviced Companion Loan.


 


If any Breach pertains
to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the
related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage


 



    128


     


    

 


Loan document(s),
then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result
of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees and reimbursable expenses
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, however,
in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase
or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon
its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the
extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the
related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained
from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect to
each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments
due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the Master
Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be
part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the
related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or
replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase
or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer
to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller effecting the related repurchase
or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase
Agreement, no delay in the discovery of a Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to
repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt
notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual
knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such
Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure
to provide notice precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding the foregoing, if a Mortgage
Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare
facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then
the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the


 



    129


     


    

 


related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property
may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged
Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the
Mortgage Loan documents and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release in
lieu of repurchase would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency
Confirmation.


 


(c)               Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further
subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” that constitutes a Material Defect: (a) the absence from the Mortgage File
of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy
of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed
Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with
evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the
original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii)
of the definition of “Mortgage File”; (d) the absence from the Mortgage File of any intervening assignments
required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage
File either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate
from the related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as
applicable; (e) the absence from the Mortgage File of any required letter of credit (except as permitted under Section 2.01(b));
or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in subclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely
affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or
Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c)
shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, fails to produce a copy of the document with respect to which the Defect exists within a reasonable period after
receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered, in
compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance
policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery
of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any


 



    130


     


    

 


Mortgage
File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding
the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this
Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant
to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove
delivery of the document, and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized
as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage
Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent
provided for in Section 8.01 hereof.


 


(d)              
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage
Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)               
Section 6(e) of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect.


 


(f)               
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with
the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the
applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the
applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing
Servicer shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs,
expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii)
herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third,
if at the conclusion of such enforcement action it is determined that the


 



    131


     


    

 


amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on
deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall
be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)              
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or,
with respect to a Specially Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such
Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the
reimbursement to the related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to
a Specially Serviced Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in
accordance with the Servicing Standard.


 


(h)              
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other
Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other
Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying
Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated


 



    132


     


    

 


among the related Crossed Underlying
Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding
Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms
of the related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)                Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 


(j)               
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable
Mortgage Loan Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of
the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing
any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral
securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage
Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such
party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until
the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the
related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)              
(i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as
Operating Advisor) that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase
Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the
Special Servicer. The Master Servicer or the Special Servicer, as applicable, shall then promptly forward it to the related Mortgage
Loan Seller and each other party to this Agreement and take the actions


 



    133


     


    

 


required under Section 2.03(b). Subject to
Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
Request.


 


(ii)               In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or
the Operating Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage
Loan, that party shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying
the applicable Mortgage Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request”
and, either a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”)
and the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller.
Prior to the occurrence of a Resolution Failure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights
of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs
with respect to a PSA Party Repurchase Request, the provisions described below under Section 2.03(l) shall apply.


 


(iii)              In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller.


 


(l)                (i)  Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request
made by any party other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other
than the Directing Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced
Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
PSA Party Repurchase Request. The Master Servicer will also be required to deliver to the Special Servicer the Servicing File and
all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s
possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to the extent
set forth in Section 3.19. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing
File and other material, the Special Servicer shall become the Enforcing Servicer with respect to such PSA Party Repurchase Request.


 


After a Resolution
Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by
an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed
Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at the address specified in the Initial
Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator. The Certificate Administrator will
be


 



    134


     


    

 


required to make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners (by posting
such notice on the Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course of action
with respect to the Repurchase Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing
Servicer, the Master Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation
Termination Event has occurred) the Directing Certificateholder regarding any Proposed Course of Action.


 


Such Proposed
Course of Action Notice shall include:


 


(a)         a
request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action, by clearly marking
“agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30) days of the date
after such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration,


 


(b)         a
statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be
compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting
as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders that
involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures described below
relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Notices,


 


(c)         a
statement that the responding Certificateholders will be required to certify their holdings in connection with such response,


 


(d)         a
statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action
will be taken into consideration and


 


(e)         instructions
for the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.


 


Within fifteen
(15) Business Days after the expiration of the 30-day response period, the Certificate Administrator shall tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’
responses of


 



    135


     


    

 


“agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed
to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further
action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate
Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website
(the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed
Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration, (b) any Certificateholder
or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing Servicer also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action,
such additional responses from other Certificateholders or Certificate Owners shall also be considered Preliminary Dispute Resolution
Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority
of responding Certificateholders.


 


(ii)              
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the
sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against
the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant to
Section 6.08.


 


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(iii)              Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of
clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer shall consult with
each Requesting Certificateholder regarding such Requesting


 



    136


     


    

 


Certificateholder’s intention to elect either mediation (including
nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute
Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer
as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed
no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to
establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the
timing and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)              If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action, including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


 


(v)              If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute
Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder
or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions
relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant
to the terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party or that should have been known to such party with the exercise of reasonable diligence at
the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if
the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii),
then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole


 



    137


     


    

 


party entitled to determine
a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(vi)              Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the
Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase
Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence
litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)            
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described below.


 


(viii)          
For the avoidance of doubt, neither the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan nor
any of their respective Affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder,
to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute Resolution
Notice or otherwise to vote Certificates owned by it or such Affiliates with respect to a course of action proposed or undertaken
pursuant to the procedures described under this Section 2.03(l).


 


(m)             
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)               
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


 


(ii)               The
mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at
least ten potential mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory challenges
within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider
shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent
possible.


 


(iii)              The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 






    138


     


    

 


(iv)              The
expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(n)              
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)               
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


 


(ii)               The
arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at
least ten potential arbitrators by the Arbitration Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)              Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)              After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with
the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to
schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)               Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them,


 



    139


     


    

 


additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)             
The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and
submission of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related
Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies
not consistent with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages
in any arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution
Election Notice at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration
(including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall
award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion.
The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered
to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate
the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)            By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)            No
person may bring a putative or certificated class action to arbitration.


 


(o)              
The following provisions shall apply to both mediation and third-party arbitration:


 


(i)               
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)               If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County
of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)              The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the
course of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible
for any purpose, including impeachment, in any


 



    140


     


    

 


mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)              In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a
party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf,
and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that
in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s
decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)             
In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)             The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (A) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent
provided in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02
to provide any 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include
in such 15Ga-1 Notice the information required pursuant to Section 2.02 and (C) the applicable Mortgage Loan
Seller shall be permitted to disclose information related to the Repurchase Request to the extent necessary to comply with its
obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)             For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration


 



    141


     


    

 


affect in any manner the ability of the Enforcing Servicer to perform its obligations with
respect to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


 


(viii)            Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as Trust Fund expenses.


 


Section 2.04       
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment
and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier
REMIC, receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests
and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described
in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular
Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the
Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate
Registrar to execute and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor,
the Regular Certificates and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees,
of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier REMIC (and, in
the case of the Class R Certificates, the Class LR Interest and the Class UR Interest) and (v) the Trustee
acknowledges that it has caused the Certificate Administrator to issue the Class S Certificates in exchange for the related
assets of the Grantor Trust and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to
or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees,
of such Certificates in authorized denominations, evidencing beneficial ownership of their respective portion of the Grantor Trust.


 


Section 2.05       
Creation of the Grantor Trust. The portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets,
undivided beneficial ownership of which will be represented by the Class S Certificates shall be treated as a trust the beneficiaries
of which are treated as the “owners” of such assets under subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01       
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans


 



    142


     


    




 


and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently
service and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and
the REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service in accordance
with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests of and for
the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature
of such Companion Loans, as applicable (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any
Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans
and, if applicable, the related Companion Loan(s), taking into account the subordinate or pari passu nature of the Companion
Loan(s), as applicable. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer
or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor
Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or
the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the
Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the
following standards of care: (1) in the same manner in which, and with the same care, skill, prudence and diligence with which
the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third
party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer,
as the case may be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the
case may be, with a view to (A) the timely recovery of all payments of principal and interest under the Mortgage Loans or
Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal
and interest on a net present value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests
of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and
in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective
whole as if such Certificateholders and the holder or holders of the related Companion Loan(s) constituted a single lender), taking
into account the subordinate or pari passu nature of the related Companion Loan(s), as applicable), as determined by the
Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration
to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community
mortgage loan servicers, but without regard to any conflict of interest arising from: (i) any relationship that the Master
Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any
Affiliate of such Mortgagor, any Mortgage Loan Seller or any other parties to this Agreement; (ii) the ownership of any Certificate,
Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or
any Affiliate of the Master Servicer or the Special Servicer, as applicable; (iii) the obligation, if any,


 



    143


     


    

 


of the Master Servicer
to make Advances; (iv) the right of the Master Servicer’s or the Special Servicer’s, as the case may be, or any
of its Affiliates to receive compensation for its services and reimbursement for its costs hereunder or with respect to any particular
transaction; (v) the ownership, servicing or management for others of (a) any Non-Serviced Mortgage Loan and any Non-Serviced
Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or
held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt
that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or
an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage
Loan or the related Companion Loan(s) the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates,
to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one
of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein
with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than
the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make
all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced
Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred
and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure
by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,
shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance
by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major Decision by the Special
Servicer in accordance with the terms of this Agreement and (ii)  Section 3.19, the Master Servicer shall be obligated
to service and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The Special Servicer shall make the
property inspections, use its reasonable efforts to collect the financial statements, budgets,


 



    144


     


    

 


operating statements and rent rolls
and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced
Loans in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact
the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information
have been unsuccessful or any other issues remain unresolved. Such contact shall be coordinated through and with the cooperation
of the Master Servicer. No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer
or the Special Servicer of the collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion
Loan or be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or
the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances
and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended
solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such
Person the risk of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision
hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to
the Certificateholders in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the
amount reflected in such determination.


 


(b)              
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to
be done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments
or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release
or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to
terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below
in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer


 



    145


     


    

 


(with respect to
Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall
(i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of
Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee
and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished,
to the Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special
Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as
the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee
shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with
respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained
herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the
Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any
requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the
manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable, shall then provide
five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter
time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance
with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
consent or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take
any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any
state.


 


(c)               To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of


 



    146


     


    

 


the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as to
who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible for
the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)              The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)               The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)               
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee,
as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be
the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee, that any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant
to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer)
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter
of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications
to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as
and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related
Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails
to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from
such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of
costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. The costs and


 



    147


     


    

 


expenses of any modifications to Ground Leases shall be paid by the related Mortgagor.
Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform
its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)              
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)              
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)                The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to
any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion
Loan(s), in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate
Companion Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion
Loan (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced
Pari Passu Companion Loan(s).


 


(j)                Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or
not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with


 



    148


     


    

 


respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund
shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date
such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, further, however, that if, in the
case of any Serviced Whole Loan, the related Serviced Companion Loans continue to be included in Other Securitizations, then for
so long as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master
Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within
three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or
in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect
to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer
shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO
Properties) received by the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on
the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)              
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced
Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with
respect thereto under the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special
Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder
of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)                The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the
related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and
Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the
related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor
Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA,
until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement
in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new
servicing agreement would not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates
then outstanding.


 


(m)             
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and


 



    149


     


    

 


responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor
Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)              
Subject to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari
Passu Companion Loans, each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced
Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting
to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably
determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02       
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make
reasonable efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions of
the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as
are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to
each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision
of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any
portion representing accrued Excess Interest) has been paid in full); provided, further that the Master Servicer
or Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in
its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it
is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to
any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one
additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense
of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan. Any
additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event,
given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that if the Master
Servicer or Special Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in
writing within five (5) days of


 



    150


     


    

 


giving such notice, then the Directing Certificateholder shall be deemed to have consented to such
proposed waiver); provided, further, that after the occurrence and during the continuance of a Control Termination
Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard
without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall
have no consent rights with respect to any Excluded Loan with respect to the foregoing waivers.


 


(b)              
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in
respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders
of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses of the Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) unpaid
interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on
earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that
either (A) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the
portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 






    151


     


    

 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest that accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable accrued and unpaid Excess Interest (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);


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan
in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any
related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing


 



    152


     


    

 


amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor
Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to
the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be
subject to application as described above.


 


(ii)               Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s) pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
of the Trust with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) unpaid
interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or
clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described
in subclause (i) of this clause third that either (A) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or
(B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to
any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage
Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest that accrued at the
related Net Mortgage Rate on


 



    153


     


    

 


the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been
allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior paragraph
on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (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


 


tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)              Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of
payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case
of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan(s), as applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)               To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in


 



    154


     


    

 


which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)              In
the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest
prior to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall
notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related
Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to
limit the provisions of Section 3.02(a).


 


(e)               With
respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall,
to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless
otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)               Promptly
following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of notice of the
related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send
written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a
copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date,
the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to
remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor
Agreement and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of available and
properly identified funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced
Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if
applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit
of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify
respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing
Accounts may only be invested in accordance with the terms of the related


 



    155


     


    

 


Mortgage Loan documents and Companion Loan documents,
as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited
from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan or Companion Loan as described below or, if not so required,
to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan,
apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in
error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and
terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts,
to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that
in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income
or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer
may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)              The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by
the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer
in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and Companion Loan(s). Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a
Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage


 



    156


     


    

 


Loans or Companion
Loans, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing
Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first
become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


 


(c)               In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and
each Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special
Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request
for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession
regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated,
out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other
than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon
at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying
payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence
by wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s
reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in
accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made
such Servicing


 



    157


     


    

 


Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master
Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate,
at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c),
the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction
of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing
Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such
Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05 of this
Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, but such determination shall not be binding upon the Master Servicer, and shall in no way limit the ability
of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances
shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to
the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 






    158


     


    

 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then
from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master
Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would be
a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified
the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property
from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of
the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion Loan(s); provided
that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best
interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as applicable). The Master Servicer or Trustee may elect to
obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).
The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer
shall be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan (with,
in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth
in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)              In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any
amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
amount of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights


 



    159


     


    

 


of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)               To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan
(other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established
or completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from
the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date
and the date as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report
any such failure to the Special Servicer within a reasonable time after the date as of which such actions or remediations are
required to be or to have been taken or completed.


 


Section 3.04       
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale
Reserve Account. (a)  The Master Servicer shall establish and maintain, or cause to be established and maintained,
a Collection Account in which the Master Servicer shall deposit or cause to be deposited and in no event later than the second
Business Day following receipt of properly identified funds (in the case of payments by Mortgagors or other collections on the
Mortgage Loans or Companion Loans), except as otherwise specifically provided herein, the following payments and collections received
or made by or on behalf of it subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate
Mortgage Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection
with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a period subsequent thereto:


 


(i)               
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)               all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)              late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)             all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than


 



    160


     


    

 


(A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the
Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and
(B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a
securitization by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together
with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)              any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)             any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)            any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to


 



    161


     


    

 


Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the
Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master
Servicer shall give notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location
of the Collection Account prior to any change thereof.


 


(b)              
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC
Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account in trust for the benefit of the
Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as Holder of the Lower-Tier Regular
Interests, (ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders (other than the Holders
of the Class S Certificates) and (iii) the Excess Interest Distribution Account for the benefit of the Holders of the Class S Certificates.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date
therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Available Funds attributable to
the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and
(d) of the definition of Available Funds) for the related Distribution Date, and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date, in each case to the extent on deposit in the Collection Account
after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s
receipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit
in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms
of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however, that the
Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced
Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master Servicer Remittance
Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately available funds, to the extent
received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed
to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding
the preceding, the following provisions shall apply to remittances relating to the Serviced Companion Loans that have been deposited
into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection
Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and
payable to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master
Servicer be required to transfer to the Companion Distribution Account


 



    162


     


    

 


any portion thereof that is payable or reimbursable to or
at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement;
(2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in
Section 4.01(j), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.
With respect to any Serviced Whole Loan, in the event the Master Servicer receives any properly identified and available late collections,
the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Day following receipt
of such late collections in properly identified and available funds, the amount allocable to such Serviced Pari Passu Companion
Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve
Account, the Excess Interest Distribution Account and the Companion Distribution Account may be subaccounts of a single Eligible
Account, which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master
Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC
Distribution Account:


 


(i)               any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments
(other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)              any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)             any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust
Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account
pursuant to Section 9.01);


 


(iv)             any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)              any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v) or any Excess Interest is required to be delivered hereunder, the Master Servicer shall
not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess
Interest Distribution Account, as applicable, the amounts


 



    163


     


    

 


required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master
Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such
payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not
including) the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit
in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier
REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested for so long as Wells Fargo Bank,
National Association is the Certificate Administrator; provided, however, that if, at any time, Wells Fargo Bank,
National Association is no longer the Certificate Administrator, such funds may be invested and, if invested, shall be invested
by, and at the risk of, the Certificate Administrator, in Permitted Investments selected by the party hereunder that maintains
such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the
Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold
or disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of “[name
of successor certificate administrator], as Certificate Administrator, for the benefit of Wells Fargo Bank, National Association,
as Trustee for the Holders of the Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8
as their interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 as their interests may appear. None of the Trust,
the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted
Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time


 



    164


     


    

 


withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account
and, if established, the Gain-on-Sale Reserve Account prior to any change thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment
of funds in such accounts) will be owned by the Lower-Tier REMIC; the Companion Distribution Account (including interest, if
any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable; the Excess Interest
Distribution Account and any portion of the Collection Account holding Excess Interest (including interest if any, earned on the
investment of funds in such accounts) shall be owned by the Grantor Trust for the benefit of the Holders of the Class S Certificates;
and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds such account)
will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)               
[Reserved]


 


(d)              
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class S Certificates. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior
to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable
Collection Period. Following the distribution of Excess Interest to Holders of the Class S Certificates on the first Distribution
Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the
Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)               The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders.
The Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account),
separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate
Administrator.


 






    165


     


    

 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit
such funds to the Master Servicer who shall then remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the
related Intercreditor Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion
Distribution Account.


 


(f)               
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.


 


(g)              
[Reserved].


 


(h)              
[Reserved].


 


(i)               
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of
Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received
by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered by
the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve
Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account) for any of the following purposes (the following not being an order of priority and without duplication
of the same payment or reimbursement):


 


(i)               
(A) no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted pursuant to the
first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to


 



    166


     


    

 


Section 4.03(a)
and an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date;
and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit
in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)               
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division
of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master
Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion
Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan
or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of
each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then out of general
collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or
Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than
any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating
Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or
REO Loan (in each case, other than any related Companion Loan), as applicable, being limited to amounts received on or in respect
of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset
Representations Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced
Loan or REO Loan


 



    167


     


    

 


(in each case, other than (i) any related Companion Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced
Mortgage Loan), as applicable, the Asset Representations Reviewer’s right to payment of the Asset Representations Reviewer
Fee pursuant to this clause (ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each
case, other than (i) any related Companion Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage
Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments,
P&I Advances, Liquidation Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, or (2) (to the extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review
Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)              to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)              to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related
Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation
Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan,


 



    168


     


    

 


pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to
any Serviced AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and Serviced AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further,
that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


 


(v)               to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above;
(provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan,
such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and pari passu,
from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the
respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) and provided,
further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole
Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
from other funds unrelated to such Serviced Whole


 



    169


     


    

 


Loan on deposit in the Collection Account; provided, further, that
with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related
Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts
collected with respect to the related Serviced Companion Loan(s)), in accordance with the terms of the related Intercreditor Agreement
(provided that, with respect to any AB Whole Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate
Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account
related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable,
or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following
a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account
of all amounts received in connection therewith;


 


(vi)              at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and Section 3.11(d)
or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee,
or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events,
subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from
funds actually distributable to any related Serviced Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan
shall be paid (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, out of collections
on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, out of collections on the
related AB Subordinate Companion Loan and then, pro rata and pari passu, out of collections on the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan);


 






    170


     


    

 


(vii)            to reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any
unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance
of its duties under Section 2.02 and/or Section 2.03 of this Agreement or out of the enforcement of the
repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan, being limited to that portion of the Purchase Price,
the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense
in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)            in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the performance of its duties under Section 2.02 and/or Section 2.03
of this Agreement or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and
Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of
the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)              to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari


 



    171


     


    

 


 passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and
then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu
Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and
Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall
not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case,
prior to being payable out of general collections with respect to the Mortgage Loan;


 


(x)               to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty
Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest
on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees)
in accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess and Prepayment
Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan,
during the related Collection Period to the extent not required to be paid as Compensating Interest Payments; and (b) to pay
the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected
on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then
due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay
interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout
Fees) in accordance with Section 3.11(d));


 


(xi)              to
recoup any amounts deposited in the Collection Account in error;


 


(xii)             to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(h), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating


 



    172


     


    

 


to a Serviced Whole Loan, such reimbursement shall be made, subject to
the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with
their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan (if any), and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances
of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)            to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
Section 3.18(b), Section 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any), and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiv)            to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent
that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(g);


 


(xv)             to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses
incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 






    173


     


    

 


(xvi)            to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received
thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic
Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)           to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)          to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xix)             [Reserved];


 


(xx)             to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxi)            to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxii)           to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer,
the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party
to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced
Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the
purpose of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to


 



    174


     


    

 


re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate is required for a payment
of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Mortgage
Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan(s), as applicable.


 


(b)              The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any
of the following purposes (the following not being an order of priority):


 


(i)                to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of
any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


(ii)               to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)              to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)             to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the
extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 






    175


     


    

 


(v)               to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on
the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee,
the Certificate Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant
to Section 10.01(g);


 


(vi)              to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the
Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii)             to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to
be deposited therein; and


 


(viii)            to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)               The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account
to the extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)              
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)               
to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in
respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


(ii)               to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)               [Reserved].


 


(f)               
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing
Fee listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be
paid in full prior to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of
Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit
in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate
Administrator Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit
in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii),
(a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator
and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then
to the Operating Advisor.


 






    176


     


    

 


(g)              
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv)
below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2)
with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special
Servicer with five (5) Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments
(up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection
Account for the following purposes:


 


(i)               
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO
Property (together with any interest on such Advances);


 


(ii)               to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if
not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)              to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be
(as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan
or any related successor REO Loan;


 


(iv)              following the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property
and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding
clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii)
in respect of any other Mortgage Loan or Serviced REO Loan; and


 


(v)              
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that
are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)              Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the
Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the


 



    177


     


    

 


Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


(i)                The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section 3.06       
Investment of Funds in the Collection Account and the REO Account. (a)  The Master Servicer may direct
any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for
purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository
institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment
of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or
REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured
party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the
UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the
Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the
Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the
Special Servicer) shall:


 


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


 






    178


     


    

 


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


 


(b)              
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date
related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with
respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal
at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and
investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period
from and including any Distribution Date to and including the immediately succeeding Master Servicer Remittance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c).
In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special
Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer
or Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing
Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the
REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein,
no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall
be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result
of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account,
so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account
at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution
or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days
prior to such insolvency).


 


(c)               Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 






    179


     


    

 


Section 3.07       
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall
use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required
under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable).
If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage (or, in the case of REO Property,
in accordance with the Servicing Standard in an amount that is at least equal to the lesser of (1) the full replacement cost of
the improvements on the REO Property, and (2) the outstanding principal balance owing on the related REO Loan, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions), but only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,
can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence and continuance of any Control
Termination Event and (ii) other than with respect to any Excluded Loan, any determination that such insurance coverage is
not available or not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder
(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
with the consent of the related AB Whole Loan Controlling Holder) by the Master Servicer (with respect to the Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties
other than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is
an Acceptable Insurance Default as determined by the Master Servicer (if the Master Servicer and the Special Servicer mutually
agree that the Master Servicer will process such default with respect to a Non-Specially Serviced Loan) or by the Special Servicer
(with respect to any Non-Specially Serviced Loan (unless the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such default) and with respect to any Specially Serviced Loan); provided, however, that if
any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property,
the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable,
such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing
of the Mortgage Loan; provided, further, that, with respect to the immediately preceding proviso, the Master Servicer
will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain)
insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable
Insurance Default (as determined by the Special Servicer with ((i) unless a Control Termination Event has occurred and is
continuing and (ii) other than with respect to any Excluded Loan) the consent of the Directing Certificateholder or, prior
to the occurrence and continuance of an AB Control


 



    180


     


    

 


Appraisal Period, the related AB Whole Loan Controlling Holder, as applicable)
and only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the
Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and Special
Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s expense) in determining whether
any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and the costs of such insurance
being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this paragraph, the Special
Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance coverage than
was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) (other than with respect to any Excluded Loan) with
the consent of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period, the
related AB Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable rates
or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely
on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related
Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect
of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of
the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement
providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be
noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case
such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject to the first proviso in the
second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue
such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan
documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs
incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related
Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults
on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not
be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions
to Certificateholders, be added to the unpaid principal


 



    181


     


    

 


balance of the related Mortgage Loan and Serviced Companion Loan(s) (if
any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan(s) so permit. Any cost incurred by the Special
Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out
of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor,
advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such
Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions
of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding
any provision to the contrary, the Master Servicer will not be required to maintain, and will not be in default for failing to
obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination
of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions (provided that the Master Servicer shall be entitled to conclusively rely upon the certificate of insurance in determining
whether such policies contain Additional Exclusions), (B) request the Mortgagor to either purchase insurance against the risks
specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify
the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such
knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B)
above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B)
above. If the Master Servicer (if the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process
such default with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to any Non-Specially Serviced
Loan (unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default) and
with respect to any Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is not an Acceptable
Insurance Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with
the Servicing Standard to cause such insurance to be maintained. The Special Servicer (at the expense of the Trust) shall be entitled
to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants
(at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer (if
the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default with respect to
a Non-Specially Serviced Loan) or the Special Servicer (with respect to any Non-Specially Serviced Loan (unless the Master Servicer
and the Special Servicer mutually agree that the Master Servicer will process such default) and with respect to


 



    182


     


    

 


 any Specially Serviced
Loan) shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances
of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal
Balance of the Mortgage Loans then included in the Trust. During the period that the Master Servicer or the Special Servicer, as
applicable, is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder or
the related AB Whole Loan Controlling Holder, as applicable, neither the Master Servicer nor the Special Servicer will be liable
for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be in default of its obligations
as a result of such failure.


 


(b)              
(i)  The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property
(other than with respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and
the Trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the
improvements on the REO Property, and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans
(including any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with
respect to a Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then,
to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property
or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall
have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection Account
from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such
deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its activities
as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard,
may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided
coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)               If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a blanket, master
single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the


 



    183


     


    

 


Special
Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to
the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the
Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such blanket, master
single interest or force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid by the Master Servicer as a Servicing Advance. Such blanket, master single interest
or force-placed policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, in
the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying
with the provisions of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such policy had it been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable
under the blanket, master single or force-placed interest policy because of such deductible clause, to the extent that any
such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion
Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)               Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with
a Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such
amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer
or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).
The Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur
in their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be,
and shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)              
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has
been made available), the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at
commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent
the Trustee, as mortgagee, has an insurable interest


 



    184


     


    

 


therein), flood insurance in respect thereof, but only to the extent the related
Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such
coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount
equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan,
if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968,
as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent
with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall
promptly make a Servicing Advance for such costs.


 


(e)               During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan and prior
to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance
with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance unless determined to be a
Nonrecoverable Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay the Special Servicer
from the Collection Account.


 


(f)               
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent),
as applicable, is rated at least “A-” by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the
Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its
obligation under this Section 3.07.


 


(g)              
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08       
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)               
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other


 



    185


     


    

 


transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)               provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof,
or as to which such matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and
Special Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08) or
the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially
Serviced Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise
any right such mortgagee of record may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive
any right to exercise such rights, provided that, (i)(A) if such Mortgage
Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the consent (or deemed consent)
of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of
a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor
Agreement) shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under,
Section 6.08(a), and (B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred
and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the Special Servicer shall have
consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a) (provided
that in the case of clause (A) and clause (B) such consent shall be deemed given or such consultation shall be deemed to have occurred,
as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after receipt of
the Major Decision Reporting Package), and (ii) with respect to any Mortgage Loan (x) with a Stated Principal
Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated
Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it
is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof),
that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer,
as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a
confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), provided, however, that with respect to subclauses (y)
and (z) of this


 



    186


     


    

 


 


subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan (regardless of whether a Control Termination Event or an Operating Advisor Consultation Event has occurred and is
continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions that it is processing or for which its consent is required and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing
the related action, as applicable, as the case may be, shall (if not already provided in accordance with Section 3.25
of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan
Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


If any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced
Companion Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in
the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement,
the Master Servicer (with respect to all Non-Specially Serviced Loans where such matter is a Master Servicer Decision) and the
Special Servicer (with respect to all Specially Serviced Loans and with respect to Non-Specially Serviced Loans where such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard
whether such conditions have been satisfied.


 


(b)              As
to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision
in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)               
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests
in the Mortgagor or principals of the Mortgagor; or


 


(ii)               requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such Mortgage Loan
(or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof, or
as to which such matter is a Major Decision and the Master Servicer and the Special


 



    187


     


    

 


Servicer mutually agree that the Master Servicer
will process such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and Special
Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08) or the Special
Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced
Loan as to which such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise
any right such mortgagee of record may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate
the payments thereon or (y) to withhold its consent to the creation of any additional lien or other encumbrance, consistent
with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i) (A)
if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred and be continuing and the matter
involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder (or,
with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the
related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) shall have been obtained
by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), and
(B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) (provided
that in the case of clause (A) and clause (B) such consent shall be deemed given
or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation,
as the case may be, is not provided within ten (10) Business Days (or, if the Directing Certificateholder and the Special
Servicer are affiliates, five  (5) Business Days) after receipt of the
Major Decision Reporting Package), and (ii) the Master Servicer or the Special Servicer, as the case may be, has obtained
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage
Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding
Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt
Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the
Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000;
provided, however, that with respect to subclauses (A), (B), (C) and (D) of this
subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event or an Operating Advisor Consultation Event has occurred and is continuing), the Special
Servicer, as the case may be, shall consult with the Operating Advisor, on a non-binding basis, in connection with the related
transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 






    188


     


    

 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance
with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to
any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of
this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing the related
action, as applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined
to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee
discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related
Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans where
such matter is a Master Servicer Decision) and the Special Servicer (with respect to all Specially Serviced Loans and with respect
to Non-Specially Serviced Loans where such matter is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall
determine whether such conditions have been satisfied.


 


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver
with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is
a Non-Specially Serviced Loan and other than any transfers or assumptions provided for in clause (xiv) of the definition of Master
Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer
Decision pursuant to clause (xiv) of the definition thereof, the Master Servicer shall promptly forward such request to the Special
Servicer and the Special Servicer will be required to process such request (including, without limitation, interfacing with the
Mortgagor) and except as provided in the next sentence, the related Master Servicer will have no further obligation with respect
to such request or due-on-sale or due-on-encumbrance. The Master Servicer shall continue to cooperate with the Special Servicer
by delivering to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special
Servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause.
Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request with respect
to a Mortgage Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master
Servicer and Special Servicer, including the Special Servicer's consent (which will be deemed given in accordance with Section
6.08), the Master Servicer shall not be permitted to process any request relating to such consent or waiver with respect to a “due-on-sale”
or “due-on-encumbrance” clause (other than any transfers or assumptions provided for in clause (xiv) of


 



    189


     


    

 


the definition
of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master
Servicer Decision pursuant to clause (xiv) of the definition thereof) and shall not be required to interface with the Mortgagor
or provide a written recommendation and analysis with respect to any such request.


 


Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.


 


(c)               Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(d)              
[Reserved].


 


(e)               Notwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent
under any “due-on-sale” or “due-on-encumbrance” clause relating to a Non-Specially Serviced Loan or relating
to any Specially-Serviced Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during
the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation
Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing
Certificateholder shall have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates,
five (5) Business Days) after receipt of notice along with the Master Servicer’s (if applicable) and the Special Servicer’s
recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional information
the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due
on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the
Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within such period,
then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).


 


(f)               Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes
a determination under


 






    190


     


    





 


Sections 3.08(a)
or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable,
with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable
assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to
the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute
a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09       
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice
to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24,
subject to the Directing Certificateholders’ rights pursuant to Section 6.08, and any Companion Holder or mezzanine
lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders
of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the
Servicing Standard, to, at any time, institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage,
obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property or comparably convert (which
may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund
pursuant to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property
shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing
Advance and expend funds toward the restoration of such property unless the Special Servicer has determined in its reasonable
discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders
after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master
Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon
would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall
be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute
a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the
Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale
or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the
Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results
of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing
Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing
the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for
purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized
to have


 






    191


     


    

 


an
Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by
the Master Servicer as a Servicing Advance.


 


(b)          
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


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


 


(ii)           
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event to occur.


 


(c)           
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer
nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise,
or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of
the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has
previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property
performed by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior
to any such acquisition of title or other action, that:


 


(i)            
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)           
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 


The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action


 






    192


     


    

 


contemplated
by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as a Servicing
Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case of
a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the
Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein
that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants,
the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage
Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems necessary and
prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have
been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans,
the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating
to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to
the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental insurance
policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit
of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)           
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan,
any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or
required to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage
Loan Seller could be required to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase
Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized ((A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any Serviced AB Whole Loan, after the occurrence and during the continuation
of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other
than with respect to any Excluded Loan), with the consent of the Directing Certificateholder at such time as it deems appropriate
to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified in writing the Rating Agencies, the Trustee, the Certificate
Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other
than with respect to any Excluded Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged
Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special
Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to
Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required
above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have
consented to such release within thirty (30) days of the Certificate Administrator’s


 






    193


     


    

 


posting
such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed
consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such
written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the
Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under
the related Mortgage Loan documents.


 


(e)           
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder (other than with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly
regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan or defaulted
Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either
of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable
Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.


 


(f)            
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness
and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the
Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law,
such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness
of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the
Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate
Administrator.


 


(g)          
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)          
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
(other than with respect to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I
Advance Determination Date.


 


Section 3.10       
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may
be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the


 






    194


     


    

 


Master
Servicer or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the
related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer
and shall include a statement to the effect that all amounts received or to be received in connection with such payment which
are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer
to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release
can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt
of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer,
as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage
Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full.
No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.


 


(b)          
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage Loan)
(and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein
to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such
document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master
Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan,
the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 


(c)           
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court
pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including
any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be
responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 






    195


     


    


 


 


With
respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related
Intercreditor Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole
Loan, as applicable, the related Non-Serviced Master Servicer requests in writing delivery to it of the original Note, then the
Custodian shall release or cause the release of such original Note to the related Non-Serviced Master Servicer or its designee.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11        
Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled
to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion
of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner
as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion
Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or
REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage
Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement
notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation
Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the
case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set
forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the
related Intercreditor Agreement.


 






    196


     


    

 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent
not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; (ii) 50% of Excess Modification
Fees related to any consents, modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Major Decisions;
(iii) 100% of all assumption application fees received on Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the Master Servicer is processing the
underlying transaction and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee
shall not include any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to
under this Agreement); (iv) 100% of assumption, waiver, consent, earnout and processing fees and similar fees pursuant to
Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
that are Master Servicer Decisions; provided that with respect to such transactions, the consent of the Special Servicer
is not required to take such actions; (v) 50% of all assumption, waiver, consent and earnout fees and similar fees (other
than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non-Specially
Serviced Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
where the action is a Major Decision (whether or not processed by the Special Servicer), provided that the consent of the
Special Servicer is required to take such actions and only to the extent that all amounts then due and payable with respect to
the related Mortgage Loan have been paid. In addition, the Master Servicer shall be entitled to retain as additional servicing
compensation (other than with respect to a Non-Serviced Mortgage Loan) any reasonable review fees for processing Mortgagor requests,
beneficiary statements or demands, to the extent such beneficiary statements or demands were prepared by the Master Servicer,
and other customary charges, in each case only to the extent actually paid by the related Mortgagor and shall not be required
to deposit such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a)
or Section 3.04(b), respectively, any and all amounts collected for checks returned for insufficient funds relating
to the accounts held by the Master Servicer and late payment charges and default interest paid by the Mortgagors (that accrued
while the related Mortgage Loans (other than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent
not prohibited by the related Intercreditor Agreement) were not Specially Serviced Loans), but only to the extent such late payment
charges and default interest are not needed to pay interest on Advances or certain additional trust fund expenses incurred with
respect to the related Mortgage Loan or, if provided under the related Intercreditor Agreement, any related Serviced Companion
Loan since the Closing Date. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest
or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account
in accordance with Section 3.06(b)


 






    197


     


    

 


(but
only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the
prior Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest
Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall
be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable
directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation,
to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected
party) (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the
portion of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises
its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge
its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee.
If the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion
of the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master
Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


Notwithstanding
anything herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable
review fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan
documents and are actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, the
Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge to any third party or
retain for itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or
termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master
servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation that accrues
at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest
shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the
Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master
Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding


 






    198


     


    

 


any
resignation or termination of Midland Loan Services, a Division of PNC Bank, National Association hereunder (subject to reduction
pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any
related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the
provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this
Agreement. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)          
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption fees
and other related fees received on any Specially Serviced Loans and 100% of such assumption application fees and other related
fees for all Non-Specially Serviced Loans to the extent the Special Servicer is processing the underlying transaction, (iii) 100%
of waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18 or other
actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the
related Mortgagor, (iv) 50% of all Excess Modification Fees and assumption, consent and earnout fees and similar fees pursuant
to Section 3.08 or Section 3.18 or other actions performed in connection with this Agreement and 50% of
all earnout fees received in all cases with respect to all Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the matter involves a Major Decision
and (v) late payment charges and default interest paid by the borrowers and accrued while the related Mortgage Loans (including
the related Companion Loan, if applicable, and to the extent not prohibited by the related Intercreditor Agreement) were Specially
Serviced Loans and that are not needed to pay interest on Advances or certain additional trust fund expenses with respect to the
related Mortgage Loan (including the related Companion Loan, if applicable, to the extent not prohibited by the related Intercreditor
Agreement) since the Closing Date, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the
related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the Collection
Account pursuant to Section 3.04(a). Notwithstanding the foregoing, the Special Servicer may also charge reasonable
review fees in connection with any Mortgagor request to the extent actually paid by the Mortgagor. Subject to Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in


 






    199


     


    

 


Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account and Loss of Value
Reserve Fund in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance
Date related to such Distribution Date). The Special Servicer shall also be entitled to additional servicing compensation in the
form of a Workout Fee equal to the lesser of (i) the amount calculated with respect to each Corrected Loan at the Workout Fee
Rate on such Corrected Loan for so long as it remains a Corrected Loan and (ii) $1,000,000 in the aggregate with respect to any
particular workout of a Corrected Loan; provided, however, that after receipt by the Special Servicer of Workout
Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount shall be reduced
by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected over
the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled
to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result
in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion
Loan) to be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to
each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification
Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be payable if such loan
again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially
Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a
Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right
to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans
prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently
becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for cause), it will receive any
Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant
a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the Special Servicer
and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected
Loan solely because the Mortgagor had not had sufficient time to make three consecutive timely Periodic Payments and which subsequently
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout
Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a
Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives
any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation
Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation
Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and


 






    200


     


    

  


Condemnation
Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the
Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds
on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and
Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided
herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also
be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds
all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any
amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for
any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the
extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer
shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer
shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent
either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to
share in any part of the other party’s portion of such fee.  If the Master Servicer decides not to charge any fee,
the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would
have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer.


 


(d)           
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage
Loan, the related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced
PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such


 






    201


     


    

 


Mortgage
Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special
Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all
unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to
a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA)
remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any
related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional
servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the
Special Servicer, on a pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements
to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion
Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon
and additional expenses of the Trust in accordance with this Section 3.11(d).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage
Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Non-Serviced Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with respect to such
Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.


 


If
a Servicing Shift Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer
shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including
its share of any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and
other rights in respect of such special servicing role under this Agreement.


 


(e)           
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which may include
HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the
Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing of any


 






    202


     


    

 


Disclosable
Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date;
provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special
servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)           
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12        
Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000
or more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months,
in each case, commencing in the calendar year 2019; provided, however, that if a physical inspection has been performed
by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the
Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed,
such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent
on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon
as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage
Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of
the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed
first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to
Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan and then, pro


 






    203


     


    

 


rata
and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any),
in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion
Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify
the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out
of general collections. The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written
report of each such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from
the inspection and specifying the existence of (i) any vacancy in the Mortgaged Property that the preparer of such report
has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer
of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such
report deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such
report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The
Special Servicer and the Master Servicer shall deliver or, if applicable, make available on its website a copy (in electronic
format) of each such report prepared by the Special Servicer or the Master Servicer, as applicable, to the other party, to the
Directing Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) and to the Trustee within seven (7) Business Days after the later of (i) the completion
of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable, receipt of such report, provided that the Special Servicer or the Master Servicer, as applicable, shall use reasonable efforts consistent with the Servicing
Standard to obtain such report within 30 days after completion of the related inspection. Within five (5) Business Days after
request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver
or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer,
as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website. In respect of
any Mortgage Loan other than an Excluded Loan and prior to the occurrence of a Consultation Termination Event, the Master Servicer
shall deliver or make available a copy of each such report to the Directing Certificateholder and upon request to each Controlling
Class Certificateholder (which request may state that such items may be delivered until further notice).


 


(b)          
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan shall make efforts consistent with the Servicing Standard to collect promptly (and in connection with the preparation of
the reports described in the following paragraph, review) from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan)
documents. The Master Servicer and the Special Servicer shall not be required to request such operating 


 






    204


     


    

 


statements
or rent rolls more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the
Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and
rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their
preparation. The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt,
and the Master Servicer shall make available on its website copies of all the foregoing items so collected to the Trustee, the
Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within thirty
(30) days of its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing
June 30, 2019. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer
or the Special Servicer, as applicable, shall deliver electronic copies of such items to the Certificate Administrator to be posted
on the Certificate Administrator’s Website. The Master Servicer or Special Servicer, as applicable, shall, upon the request
of any NRSRO, deliver copies of all or any of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant
to Section 3.13(c).


 


Within
forty-five (45) days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible
for servicing hereunder, or the Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced
Mortgaged Property), of any quarterly and annual operating statements or rent rolls beginning with the quarter ending March 31,
2019 and the calendar year ending December 31, 2018 (solely to the extent the related Mortgagor provides sufficient information
to report pursuant to CREFC® guidelines) and otherwise for the calendar year ending December 31, 2019 with respect to any
Mortgaged Property or REO Property, such Master Servicer or Special Servicer, as applicable, shall, based upon such operating
statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC®
NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report, but only to the extent the related
borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide,
that information, presenting the computations to “normalize” the full year net operating income and debt service coverage
numbers used by the Master Servicer to prepare the CREFC® Comparative Financial Status Report; provided
that any such CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet
shall not be required to be prepared or updated with respect to year-end or the first calendar quarter of each year to the extent
provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and continuation of a Servicing
Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating Statement
Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures),
and the Special Servicer’s obligations hereunder shall be subject to its having received all such reports. The Master Servicer
and Special Servicer shall, upon request, deliver copies electronically of all operating statements and rent rolls received from
any Mortgagor to the 17g-5 Information Provider pursuant to Sections 3.13(c) and 3.13(d), and the Master Servicer
and Special Servicer shall, upon request, make available to the other and (prior to the occurrence of a Consultation Termination
Event) the Directing Certificateholder electronically monthly copies of all the foregoing items so collected thereby. All CREFC®
 Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by the Master
Servicer with respect to each Mortgaged Property (other than a


 






    205


     


    

 


Non-Serviced
Mortgaged Property) and REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies
(in electronic format) thereof and the related operating statements or rent rolls (in each case, promptly following the initial
preparation and each material revision thereof) to the Certificate Administrator and, upon the request of any NRSRO, the 17g-5
Information Provider (and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website),
and upon request, shall make such items available to the Operating Advisor, the Directing Certificateholder, and with respect
to any Serviced Companion Loan, the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC®
Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged
Property (other than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)           
At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans
(excluding, for the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged
Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master
Servicer as of the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall
include data, to enable the Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC®
Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial
Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis
Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning January 2019, the Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special
Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required
to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special
Servicer and Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such
Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report,
(G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report
on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the Special
Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning
January 2019, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan


 







    206


     


    

 





Modification
Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York
City time) two (2) Business Days prior to the Distribution Date beginning in January 2019, the Master Servicer shall deliver or
cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic Update File
and the CREFC® Appraisal Reduction Amount Template, if provided for such Distribution Date. In no event shall any
report described in this subsection be required to reflect information that has not been collected by or delivered to the Master
Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day
prior to the Business Day on which the report is due. In no event shall any report described in this subsection be required to
reflect information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received
by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not
later than 5:00 p.m. (New York City time) two calendar days (or if the second calendar day is not a Business Day, then the immediately
succeeding Business Day) following the Distribution Date beginning January 2019, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer
shall have no obligation to prepare or deliver any such CREFC® Schedule AL File or Scheduile AL Additional File
unless the Depositor has delivered the items required by Section 2.01(j). If the CREFC® Schedule AL
File or Schedule AL Additional File is not provided by the time set forth in the immediately preceding sentence, the Certificate
Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com,
with a copy to the Depositor at US_CMBS_Notice@jpmorgan.com. In preparing the CREFC® Schedule AL File and any Schedule
AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any
applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the Securities Act
as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1 to the
Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver
any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC®
Schedule AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the
Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files,
unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule
AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate Administrator shall not be required to review,
redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or any Schedule AL Additional File.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 






    207


     


    

  


(e)           
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer
to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c)
and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b)
or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to the
Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused
by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b)
or Section 3.12(c) of this Agreement.


 


(f)           
Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the
extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer
may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable
law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)          
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event,
the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s Internet
website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement,


 






    208


     


    

 





report
or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction
of such system problems.


 


Section 3.13       
Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller
and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the
Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder,
and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other
than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related
Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery
of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator
shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator
on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket
costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator
or the Custodian.


 


The
failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result
of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer
to any information provided by it for which it is not the original source (without suggesting liability on the part of any other
party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions
on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially
in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such
information is being provided through the Master Servicer’s Internet website; (iii) withhold access to confidential
information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing
File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage
Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement
to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to
be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer
or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable
Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute
a waiver of the attorney-client privilege on behalf of the Trust or the Trust


 






    209


     


    

 


or
otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer or Special
Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders
with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Upon
the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB
Whole Loan, the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s
reasonable satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and
financial statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of the an AB
Subordinate Companion Loan) obtained by the Master Servicer; provided that, in connection therewith, the Master Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that such Person is a Holder of Certificates, a beneficial holder of Book-Entry
Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry Certificates) or holder of such
AB Subordinate Companion Loan and a Privileged Person and will keep such information confidential and shall use such information
only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such
AB Subordinate Companion Loan, as applicable, may have under the Trust. For the avoidance of doubt, the Master Servicer shall
not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this Agreement shall
provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specially provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order,
no Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


(b)        
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)          
The following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)            
the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;







 


(B)             
this Agreement and any amendments and exhibits hereto;


 






    210


     


    

 


(C)             
each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing date;


 


(D)      
       the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)        
     the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)         
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 


(A)             
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the
Trust through the EDGAR system;


 


(iii)        
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


 


(B)             
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the
definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC®
Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this Agreement from time to time;


 


(iv)        
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)            
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)            
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)             
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


 


(D)             
the CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount, Collateral
Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and

 






    211


     


    

 





(E)             
all Operating Advisor Annual Reports;


 


(v)         
The following documents, which will initially be made available under a tab or heading designated “special notices”:


 


(A)             
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)             
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


 


(C)             
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 


(D)            
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)             
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       
      any Asset Review Report Summary received by the Certificate Administrator;


 


(G)             
[Reserved];


 


(H)            
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by
the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)         
     any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance;


 


(J)           
   any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


 


(K)            
any notice of termination pursuant to Section 9.01;


 


(L)             
any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the
acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;




 


(M)           
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer
pursuant to Section 12.05(b);


 






    212


     


    

 


(N)            
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


 


(O)            
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


 


(P)             
any notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)            
any notice of the occurrence of an Operating Advisor Termination Event;


 


(R)            
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)          
   any Proposed Course of Action Notice;


 


(T)          
   any assessments of compliance delivered to the Certificate Administrator;


 


(U)            
any attestation reports delivered to the Certificate Administrator;


 


(V)            
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06; and


 


(W)           
any notice or document provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post same to the “Special Notice” tab;


 


(vi)       
the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)      
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)     
the “Risk Retention Special Notices” tab shall include any notices provided by the Retaining Sponsor in satisfaction
of the Credit Risk Retention Rules;


 


provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance
of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent
the Certificate Administrator has been notified of such Excluded Loan.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “Risk Retention Special Notices”
tab described in clause (viii) above, include a fixed statement in the Distribution Date Statement that risk retention notices,
if any, can be found on


 






    213


     


    

 


the
“Risk Retention Special Notices” tab. The Certificate Administrator shall, in addition to posting the applicable notices
on the “Risk Retention Special Notices” tab described in clause (viii) above, provide email notification to any Privileged
Person (other than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “Risk Retention Special Notices” tab.


 


In
the event that the Retaining Sponsor in its capacity as the retaining sponsor determines that the Third Party Purchaser no longer
complies with the provisions of the Risk Retention Rule related to (a) number of third-party purchasers, (b) source of funds,
(c) third-party review, (d) affiliation and control rights and (e) hedging, transfer and pledging, it will be required to send
a written notice of such non-compliance to the Certificate Administrator who will post such notice on its website under the Risk
Retention Special Notices tab.


 


Notwithstanding
the description set forth above, for purposes of obtaining information or access to the Certificate Administrator’s Website,
all Excluded Information shall be made available under one separate tab or heading rather than under the headings described above
in the preceding paragraph.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and
on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports
related to the Mortgage Loans available through its Internet website.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party
(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be
prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person (other than the Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only
be entitled to access the Distribution Date Statements and the following items made available to the general public: the Prospectus,
this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website. In
the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling
Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in physical form of an investor certification substantially in the form Exhibit P-1E and upon delivery
to the Certificate Administrator in physical form of an investor
certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with
such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access all information (other
than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall


 






    214


     


    

 


only
be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s
Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the
effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).
In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder,
such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling
Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate
Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such
Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s
access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from
the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new
investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s
Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to
any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available
on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the Certificate
Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label
such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible, on
loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the
Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent
that the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable,
has received a notice substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class
Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator shall be liable for any


 






    215


     


    

 


communication
to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class Holder or disclosure
of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered to the
Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage
Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate
Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.32(a).


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled
to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor
certification substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder.
To the extent the Directing Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement
to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information,
such Directing Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded
Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder
or any of its Affiliate involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower
Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply
with the obligations described in clause (i) above.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration
and the acceptance of a disclaimer. The Certificate Administrator
shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s
Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


 






    216


     


    

 


(c)          
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “Benchmark 2018-B8” and an identification of the type of information being
provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto
or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)           
any notices of waivers under Section 3.08(c);


 


(ii)          
any Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)         
any notice of final payment on the Certificates;


 


(iv)         
any environmental reports delivered by the Special Servicer under Section 3.09(e);


 


(v)          
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)        
any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating
Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)         
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)          
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)        
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)        
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;







 


(xiii)       
any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


 






    217


     


    

 


(xiv)       
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)        
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


 


(xvi)       
any Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)      
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)     
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b),
Section 3.07, Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(e),
Section 11.09 or Section 11.10; and


 


(xix)       
any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.,
New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York
City time; provided, however, any information delivered pursuant to Section 3.13(d) shall be posted
in accordance with Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise
is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, each
of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s
Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained
actual knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the
17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or
the 17g-5 Information Provider, as applicable. Access shall be provided by the 17g-5 Information Provider to the NRSROs upon receipt
of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification
may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency requests access to the
17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day,
provided that such request


 






    218


     


    

 


is
made prior to 2:00 p.m., New York City time, on such Business Day, or if received after 2:00 p.m., New York City time, on the
following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to (866)
846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “Benchmark 2018-B8” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5
Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional
information.


 


Except
as provided in Section 3.13(d) below, the Master Servicer or Special Servicer, as applicable, may, but shall not be
obligated to send such information, report, notice or document to the applicable Rating Agency so long as such information, report,
notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided
to the 17g-5 Information Provider.


 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall notify each Person that has
signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall
send such notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5
Information Provider’s Website, including a general email address if such general email address has been provided to the
17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to
it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “Benchmark 2018-B8”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 






    219


     


    

 


(d)          
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that
relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information
Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe
provided in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not
able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information
within a reasonable time.


 


(e)           
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall
be provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., MBS
Data, LLC, RealINSIGHT, BlackRock Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited,
Moody’s Analytics and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information shall
not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such third
parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)           
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available, solely with respect to the Master Servicer, through the Master Servicer’s
Internet website or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall
be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter
into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s
Internet website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such
information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s
Internet website, the Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or
an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the
form of confidentiality


 






    220


     


    

 


agreement
used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an
Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep
such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal
counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in
evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination
(except that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of
a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.


 


(g)          
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the
Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related
Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication
in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in
Section 3.13(c) the same day such communication takes place; provided, further, that the summary of
such oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall
post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)          
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the
occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports),
or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this
Agreement in electronic format.


 


(i)            
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information,





 






    221


     


    

 


between
the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, on the one hand, and any
Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings
it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable,
(ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such
Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations
Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general; provided that the Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
(y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information
Provider’s Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information in
undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies
may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless
the availability results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is
subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website
(or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)            
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto
shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14        
Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property,
the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of
the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year
in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted
or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate
Administrator and the Master


 






    222


     


    




 


Servicer,
to the effect that the holding by the Trust of such REO Property subsequent to the close of the third calendar year following
the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not
denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO
Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense
incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i)
of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second
preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)          
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be
an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business
Days after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master
Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change
thereof.


 


(c)           
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced Companion
Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts
are received and properly identified and determined to be available, the Special Servicer shall withdraw from the REO Account
and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable),
the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of
(i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on
amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account,
in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for
repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In
addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special
Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in
the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as





 






    223


     


    

 


instructed
by the Special Servicer on the day the Master Servicer receives the written accounting as provided in the previous sentence.


 


(d)          
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section 3.15        
Management of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the
Certificateholders and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests) solely for
the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced
Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and
authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders
(and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular
Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans,
as applicable) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding
anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this
Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial
mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within
the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests of Certificateholders
and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or
operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited
on a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified and available
funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and
shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)           
all insurance premiums due and payable in respect of such REO Property;


 


(ii)          
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;




 


(iii)         
any ground rents in respect of such REO Property, if applicable; and


 


(iv)         
all costs and expenses necessary to maintain and lease such REO Property.


 






    224


     


    

 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving
notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its
own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the
Trustee, the Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an
Excluded Loan, and prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances
would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)          
Without limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)           
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real Property;


 


(ii)          
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)         
authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related
Mortgage Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)         
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any
date more than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)          
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within
ninety (90) days of the acquisition date thereof, provided that:


 


(i)           
the terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement reached
at arm’s length;




 


(ii)          
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


 






    225


     


    

 


(iii)          
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed
in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses)
to the Special Servicer upon receipt;


 


(iv)          
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)           
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)           
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a
statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16        
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with
respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from
time to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors,
in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard
including, without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property
and the state of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing
of the initial fair value determination and any adjustment to its fair value determination.




 


(ii)           
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a





 






    226


     


    

 


Non-Specially
Serviced Loan) shall promptly notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable,
of any events requiring notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related
Companion Holder and related mezzanine lender, as applicable, shall, notwithstanding anything in this Section 3.16
to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent
set forth in the related Intercreditor Agreement.


 





(iii)           
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if
and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan,
under certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced
Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the applicable Non-Serviced Special Servicer
for the related Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and such Non-Serviced Mortgage Loan is not an Excluded Loan) such
Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests
of the Certificateholders. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer,
the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than ten (10)
Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’)
prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase
Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price (provided that it gives at least ten (10)
Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’)
prior written notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder and there is no higher
offer within such time) or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted
Loan.


 


(iv)          
(A)  In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)
above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B)
below, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a fair
price for such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash


 






    227


     


    

 


offer
from a Person other than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take
into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained
pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of the occupancy level
and physical condition of the related Mortgaged Property and the state of the local economy. If the offeror is an Interested Person
(provided that the Trustee may not be an offeror), the Trustee shall determine whether the cash offer constitutes a fair
price; provided that no offer from an Interested Person shall constitute a fair price unless (x) it is the highest
offer received and (y) if the offer is less than the applicable Purchase Price, at least two other offers are received from
independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any
such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged
Property conducted in accordance with this Agreement within the preceding nine-month period or, in the absence of any such Appraisal,
on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable
as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.




 


(B)             
The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any
Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination
Event shall have occurred and be continuing) and, in the case of a Serviced Whole Loan or an REO Property related to a


 






    228


     


    

 


Serviced
Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and,
in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder
(as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender
(taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)). In addition, the
Special Servicer may accept a lower offer from any Person other than the Special Servicer or its Affiliate if it determines, in
accordance with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates
and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion
Holder (as a collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single
lender (taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (for example,
if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective
buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a Person that
is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to
the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(v)          
Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall
pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and
foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard
and the REMIC Provisions.


 


(b)          
(i)  (A)   The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the
case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to
the related Companion Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced
Whole Loan, such sale shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan),
if and when the Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic
interest of the Trust and the related Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each
Companion Holder, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to
the occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than five (5) days’ prior
written notice of the Purchase Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or
(ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for
any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable law, and subject
to the Servicing Standard, the Master


 






    229


     


    

 


Servicer,
an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of
them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm’s length.


 


(B)             
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable
Purchase Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal
to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer
received and (B) at least two other offers are received from independent third parties. Notwithstanding anything to the contrary
herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property
pursuant hereto.


 


(C)             
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if
the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, in either case, as a collective whole (taking into account the subordinate or pari passu nature of any
Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)             
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing


 






    230


     


    

 


Standard
to collect payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty
(30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance
but the Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the
applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer
or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters
shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO Property, the
state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)           
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in
negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the
collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor nor the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)           
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)           
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related
Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall
sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that
all offers be submitted to the Special Servicer in writing. With respect to the Serviced AB Whole Loan, the Special Servicer shall
sell the Serviced AB Subordinate Companion Loan along with the related Mortgage Loan and any related Pari Passu Companion Loans
if it determines that a sale of the Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole Loan in accordance
with the Servicing Standard. In addition, prior to the occurrence and continuance of a Control Appraisal Period with respect to
any Serviced AB Whole Loan, the Special Servicer shall only sell such Serviced AB Whole Loan for less than the Purchase Price
with the consent of the holder of the related Serviced AB Subordinate Companion Loan. To the extent a determination is required
to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced Whole Loan, such determination shall
be made by the Special Servicer unless the offeror is an Interested


 






    231


     


    

 


Person
and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted
to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole
Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent
is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless
the Special Servicer has delivered to the Other Servicer under the applicable Other Securitization, who shall deliver to the related
directing certificateholder for the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business
Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to
the permitted sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the
Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a
copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably
requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of such Serviced
Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded
to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being
provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer
in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will
be permitted to submit an offer at any sale of such Serviced Whole Loan; provided, however, the related Mortgagor
and its agents and Affiliates shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect
to each Serviced Pari Passu Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements
set forth in this paragraph with respect to the related Serviced Whole Loan. If the Trustee is required to determine whether a
cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering
Interested Person purchaser) designate an independent third party expert in real estate or commercial mortgage loan matters with
at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the
case may be, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price
for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination, the Trustee
shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs of all
appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph shall
be covered by, and shall be reimbursable, from the Interested Person; provided that Trustee will not engage a third party
expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(e)           
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will
have the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such
AB Subordinate Companion Loan shall be given priority over any provision described in this Section 3.16 as and to
the extent set forth in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased
by the holder of such AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to
be


 






    232


     


    

 


subject
to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)           
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)            
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)          
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17       
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan)
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account
on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)           
The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)          
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee,
each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount
of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain
from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period ending
on the then-current Determination Date, for successive one-month periods for a total period not to exceed twelve (12) months (provided
that, with respect to any Mortgage Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require,
prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and
any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If the Master Servicer
or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all
or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject,


 






    233


     


    

 


again,
to the same sole option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again
be payable first from principal collections as described above prior to payment from other collections). In connection
with a potential election by the Master Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof during the one month collection period ending on the related Determination Date for any Distribution
Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans to
be received until the end of such collection period before making its determination of whether to refrain from the reimbursement
of a particular Nonrecoverable Advance or portion thereof); provided, however, that if, at any time the Master Servicer
or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines
that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal
portion of general collections deposited in the Collection Account for such Distribution Date, then the Master Servicer or the
Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’ notice
of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), unless
extraordinary circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider
as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence shall
in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement
as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee the right to defer
reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account
pursuant to Section 3.05(a)(v).


 


The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute
a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances
has been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of
Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution
Date (deemed first from principal and then interest). Any such election by any such party to refrain from reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior
to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of the Master Servicer,


 






    234


     


    

 


the
Special Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s
or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon.
In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed
to be in accordance with the Servicing Standard and none of the Master Servicer, the Special Servicer, the Trustee or the other
parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Companion
Holders for any such election that such party makes as contemplated by this section or for any losses, damages or other adverse
economic or other effects that may arise from such an election.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 


(d)       
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer,
as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve
account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be
used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole
Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)           
Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the Master
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification or
amendment of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in
Section 11.07.


 


Section 3.18        
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(c), Section 3.18(f), Section 3.18(g), Section 3.18(j)
and Section 6.08, but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject
to the rights of the related Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to,
or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement),
the Special Servicer shall not modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute
a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than with respect to any
Excluded Loan, the consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan,
prior to the occurrence and continuance of a related AB Control Appraisal Period, the related AB


 






    235


     


    

 


Whole
Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) having been obtained by the Special
Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a) or (y) (i) after
the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan,
but prior to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the
Directing Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further,
that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier
of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely
or primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent
with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration
of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan
and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
prior to any such extension, the Special Servicer shall (1) provide the Trustee, the Certificate Administrator, the Master
Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related
Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor,
to be paid as an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute
a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations
Section 1.860G-2(b) and (2) subject to the Servicing Standard, ((i) prior to the occurrence and continuance of
a Control Termination Event and (ii) other than with respect to an Excluded Loan) obtain the consent of the Directing Certificateholder
(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period,
the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) (or (i) after
the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan, consult with the Directing Certificateholder pursuant
to the process described in Section 6.08(a). Notwithstanding the foregoing, subject to the rights of the related Companion
Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment pursuant to the terms
of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced Loans, without the consent
of the applicable Special Servicer or the Directing Certificateholder, may modify or amend the terms of any Non-Specially Serviced
Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or
supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 






    236


     


    

 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the
Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for
one or more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default
pursuant to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto
is not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency
Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted
by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such substitution
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur (and the Master Servicer or
Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not
prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect
thereto).


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any
Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation,
if the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to
approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged
Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties,
for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC
Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or
Special Servicer, as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue
Procedure 2010-30 or any successor provision, unless the related Mortgagor provides an Opinion of Counsel (at the expense of the
related Mortgagor if allowed by the terms of the related Mortgage Loan documents, and if not allowed, at the expense of the Trust)
that, if such amount is not paid, the related Mortgage Loan will not fail to be a Qualified Mortgage.








 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect
to a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special
Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and
except as provided in the next sentence, the Master Servicer shall have no


 






    237


     


    

 


further
obligation with respect to such request or the Major Decision. The Master Servicer will deliver to the Special Servicer any additional
information in the Master Servicer’s possession requested by the Special Servicer relating to such Major Decision. The Master
Servicer shall not be permitted to process any Major Decision and shall not be required to interface with the Mortgagor or provide
a written recommendation and/or analysis with respect to any Major Decision unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer will process such Major Decision with respect to a Mortgage Loan that is not a Specially
Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer and the Special Servicer, including
the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08).


 


(b)          
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or
deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred
or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced
by an Officer’s Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present
value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion
Holders, as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special
Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions
of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than any
Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided that with respect
to any Serviced AB Whole Loan, prior to the occurrence and continuance of the related AB Control Appraisal Period, the approval
of the related AB Whole Loan Controlling Holder will be required to the extent set forth in the related Intercreditor Agreement
and the Directing Certificateholder shall have no consent or consultation rights regarding the matter; and (z) additionally,
with respect to a Serviced Whole Loan, the rights of the related Companion Noteholder or with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise or consult with
the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of
any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel
that such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur. Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event or an Operating Advisor
Consultation Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions that it is processing or for which its consent
is required and consider alternative actions recommended by the Operating Advisor, in respect


 






    238


     


    

 


thereof,
in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


The
Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially
Serviced Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced
Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if
such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date
occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the ground lease and, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan
generally at the related Mortgage Rate.


 


(c)          
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan
is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall
be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any
consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and
Section 6.08), the Master Servicer (as provided in Section 3.08(a), 3.08(b) and Section 3.18(j)
if such matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a),
Section 3.08(b) and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major
Decision) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or
Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated waiver,
modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event to occur. In making this
determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate
Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such
modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection
Account pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer, as the case may
be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under
the related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may
waive the payment of any Prepayment Premium or Yield Maintenance


 






    239


     


    

 


Charge
or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied
by all interest that would be due on the next Due Date with respect to any Mortgage Loan, Serviced Companion Loan that is not
a Specially Serviced Loan.


 


(d)          
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing,
the granting of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request;
provided that the charging of such fee is not a “significant modification” of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b).


 


(e)          
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be,
and the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required
by the Special Servicer in accordance with the Servicing Standard).


 


With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18(a)
(including, for the avoidance of doubt, any property management changes), the Special Servicer shall notify the Master Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during the continuance of an Operating
Advisor Consultation Event), the Directing Certificateholder (other than (i) following the occurrence of a Consultation Termination
Event and (ii) with respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of a
Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan
Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder)
and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website
in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is
finalized and executed) of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof.
With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for which it is responsible
for processing pursuant to Section 3.18(a) (including, for the avoidance of doubt, any property management changes),
the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate
Administrator, the Special Servicer (and the Special Servicer shall, prior to the occurrence of a Consultation Termination Event
and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder), the applicable Companion
Holder (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred,
if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer
of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such
notice on the 17g-5 Information


 






    240


     


    

 


Provider’s
Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver to the Custodian
with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer) for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event
within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any. Following
receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification,
waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder
of a Certificate (other than the Class R or Class S Certificates) upon request. With respect to the processing of any modification,
waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master
Servicer processes such modification, waiver or consent pursuant to Section 3.18(j)) shall, on or before the later
of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business Days immediately following
the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such additional debt or
mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK,
to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall set forth, to the extent the
Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably obtain such information, (1)
the amount of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated
on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage
Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to
include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special Servicer and Certificate
Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report
in the form of Exhibit KK shall no longer be required hereunder. From time to time, the Master Servicer, Special Servicer
and Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.


 


(f)           
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master
Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans
in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under
this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced
Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii)
and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of
Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents,
in an amount sufficient to make all scheduled


 






    241


     


    

 


payments
under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public
accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and
principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of
the terms of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions
of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first
priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent
consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall
pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related
Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to
act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the
related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor,
and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master
Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, however, that no such confirmation from any Rating
Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form
of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such
Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that
represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a Mortgage Loan that is not
one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring
the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in the preceding sentence
would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan
Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(g)          
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof),
in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable;
provided that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special
Servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect to any such action that
constitutes a Major Decision) reasonably determines that allowing their use would not cause a default or event of default to become
reasonably foreseeable and the Master Servicer receives an Opinion of


 






    242


     


    

 


Counsel
(at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan
documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and
would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that
the requirements set forth in Section 3.18(f) (including receipt of any Rating Agency Confirmation) are satisfied;
and provided, further, that such securities are backed by the full faith and credit of the United States government,
or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25).


 


Notwithstanding
the foregoing, with respect to all of the Mortgage Loans, originated or acquired by JPMCB, GACC, GSMC or CREFI that are subject
to defeasance, JPMCB, GACC, GSMC or CREFI, as applicable, has transferred to a third party or has retained on behalf of itself
or an Affiliate the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related
defeasance collateral (any such right or obligation, the “Retained Defeasance Rights and Obligations”). In
the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which JPMCB, GACC, GSMC
or CREFI, as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights
and Obligations in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt
of such notice, written notice of such defeasance request to JPMCB, GACC, GSMC or CREFI, as applicable, in the case of any such
Mortgage Loan for which JPMCB, GACC, GSMC or CREFI, as applicable, is the related Mortgage Loan Seller. Until such time as JPMCB,
GACC, GSMC or CREFI, as applicable, provides the Master Servicer with written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which (i) JPMCB is the related Mortgage Loan Seller
shall be delivered to JPMorgan Chase Bank, National Association, 383 Madison Avenue, 8th Floor, New York, New York 10179, email:
US_CMBS_Notice@jpmorgan.com, Attention: Kunal K. Singh, with a copy to Bianca A. Russo, Managing Director & Associate General
Counsel, 4 New York Plaza, 21st Floor, New York, New York 10004-2413 (ii) GACC is the related Mortgage Loan Seller shall be delivered
to 60 Wall Street, New York, New York  10005, Attention:  Lainie Kaye with copies via email to cmbs.requests@db.com
(iii) GSMC is the related Mortgage Loan Seller, shall be delivered to Goldman Sachs Mortgage Company, 200 West Street, New York,
New York 10282, Attention: Leah Nivison, email: leah.nivison@gs.com and gs-refgsecuritization@gs.com, with a copy to: Joe Osborne,
email: joe.osborne@gs.com and gs-refgsecuritization@gs.com, and (iv) CREFI is the related Mortgage Loan Seller shall be delivered
to Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, Facsimile:
(646) 328-2943, with a copy to Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention:
Ryan O’Connor, with a copy to 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Ana Rosu, Facsimile:
(646) 328-2938, and with copies by electronic mail to Richard.simpson@citi.com, ryan.m.oconnor@citi.com and ana.rosu@citi.com.
With respect to any Mortgage Loan


 






    243


     


    

 


originated
or acquired by JPMCB, GACC, GSMC or CREFI that is subject to defeasance, if the successor borrower is not designated or formed
by JPMCB, GACC, GSMC or CREFI or any Affiliate or successor thereto, the successor borrower shall be reasonably acceptable to
the Master Servicer in accordance with the Servicing Standard.


 


If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted
to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted
for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


 


(h)          
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related
loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the
termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged
Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has
an unpaid principal balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage
Loans or $35,000,000.


 


(i)           
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
Master Servicer (if a Master Servicer Decision) or the Special Servicer (if a Major Decision) shall not approve any such modification,
waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Master Servicer
or the Special Servicer, as applicable, that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


 






    244


     


    

 


(j)           
Notwithstanding any other provisions of this Section 3.18(a) or Section 3.08(a), but subject to any related
Intercreditor Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise
provided below in the definition of Master Servicer Decision), Rating Agency Confirmation (except with respect to clause (vi)
as described in Section 3.18(f)) or the Special Servicer’s approval or consent (provided that the Master
Servicer delivers notice thereof to the Special Servicer after completion (and the Special Servicer shall promptly, prior to the
occurrence of a Consultation Termination Event and other than in respect of any Excluded Loan, deliver notice thereof to the Directing
Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder, as the case may be, notifies
the Master Servicer that such party does not desire to receive copies of such items) take any of the following actions with respect
to Non-Specially Serviced Loans (each such action, a “Master Servicer Decision”):


 


(i)           
grant routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving
leasing activities that do not involve a ground lease for any leasing activities that affect an area lesser than the lesser of
(a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements
at the Mortgaged Property), including approval of new leases and amendments to current leases;


 


(ii)          
approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial
statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(iii)         
approving annual operating budgets;


 


(iv)         
subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Mortgage Loan or Serviced
Whole Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


 


(v)          
approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification
of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of
defeasance if the Mortgage Loan or Serviced Whole loan documents do not otherwise permit such principal prepayment;


 


(vi)         
granting waivers of minor covenant defaults (other than financial covenants);




 


(vii)        
as permitted under the related Mortgage Loan documents, payment from any escrow, reserve, or letter of credit (except releases
of any amounts from any escrow accounts, reserve accounts or letters of credit held as performance escrows (or reserves) or earn-out
escrows (or reserves) with respect to certain Mortgage Loans identified on Schedule 3 hereto);


 






    245


     


    

 


(viii)       
any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a Stated Principal
Balance less than $25,000,000 and (y) for which the debt service coverage ratio or debt yield for such Mortgage Loan (or Whole
Loan, if applicable) is greater than the greater of (X) the debt service coverage ratio or debt yield for such Mortgage Loan as
of the origination date of such Mortgage Loan or (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio or debt
yield for such Mortgage Loan as of the most recent quarterly reporting period and (B) where the property management company will
not be an affiliate of the related borrower following such change or (2) or franchise changes (with respect to a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is not required to consent
or approve under the Mortgage Loan documents);


 


(ix)         
approve or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking, public
improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements except with respect to grants
of easements or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s ability to
make payments with respect to the related Mortgage Loan or any related Companion Loan;


 


(x)          
any non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not provided
for in clauses (i) through (ix) above, which are necessary to cure any ambiguities or to correct scrivener’s errors
in the terms of the related Mortgage Loan or Serviced Whole Loan and any modification, consent to a modification or waiver of
any material term of an applicable Mortgage Loan document to the extent the Directing Certificateholder or any affiliate owns
a controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan, if applicable;


 


(xi)         
consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use
or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage
Loan as and when due, provided such releases are required by the related Mortgage Loan documents;


 


(xii)       
consent to actions and releases related to condemnation of parcels of a Mortgaged Property, except with respect to any condemnation
with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or
value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage
Loan or Companion Loan when due); 




 


(xiii)       
grant an extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged
Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond
120 days after the related Maturity Date and (B) the related borrower has delivered the necessary documentation which provides
that a


 






    246


     


    

 


refinancing
of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which the related
Balloon Balance will become due;


 


(xiv)       
any assumption of the Mortgage Loan or transfer of the Mortgaged Property or an interest in the Mortgage Borrower, in each case,
that the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the
loan documents where no mortgagee discretion is necessary in order to determine if such conditions are satisfied; and


 


(xv)        
grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision;


 


provided that (w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax
purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related
Mortgagor), to the extent requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such action
would be consistent with the Servicing Standard, and (z) agreeing to such action would not violate the terms, provisions
or limitations of this Agreement or any Intercreditor Agreement; provided, further, that, in the case of any Master
Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed given if a response
to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available to the Master
Servicer in order to grant or withhold such consent. The foregoing is intended to be an itemization of actions the Master Servicer
may take without having to obtain the approval of the Special Servicer (other than as described in each item) and is not intended
to limit the responsibilities of the Master Servicer hereunder.


 


Section 3.19       
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan), Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the
Master Servicer or the Special Servicer, as applicable, the Operating Advisor and ((i) prior to the occurrence of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the
Master Servicer shall deliver the related Mortgage File and Servicing File to the Special Servicer and concurrently provide a
copy of such Servicing File, exclusive of all Privileged Communications, to the Operating Advisor. The Master Servicer shall use
its reasonable efforts to provide the Special Servicer with all information, documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing


 






    247


     


    

 


Transfer
Event (or, in the case of clauses (viii), (ix) or (x) of the definition of Servicing Transfer Event,
within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special
Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage
Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate
Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event
provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class
Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment
of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan
and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall immediately give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced
Companion Noteholder (unless with respect to a Serviced AB Whole Loan an AB Control Appraisal Period has occurred) and ((i) prior
to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies
only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File
to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations
of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)         
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable
the Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to
require the Master Servicer to produce any additional reports.


 






    248


     


    

 


(d)          
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver
in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion
Loan, if applicable, and the related Mortgaged Property to the Directing Certificateholder. Subsequent to the issuance of a Final
Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in
the strategy reflected in the initial Asset Status Report (or subsequent Asset Status Reports) are necessary to reflect the then-current
circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated
in accordance with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with
respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). The Special
Servicer shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder
(but only in respect of any Mortgage Loan other than any Excluded Loan and in any event prior to the occurrence of a Consultation
Termination Event), (iii) the AB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent
the Serviced AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, (iv) the Operating Advisor (but,
other than with respect to an Excluded Loan, only after the occurrence and during the continuance of an Operating Advisor Consultation
Event), (v) the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)) and, (vi) with respect to any related Serviced Companion Loan, to the
extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other
Securitization into which the related Serviced Companion Loan has been sold or to the related Companion Holder. Such Asset Status
Report shall set forth the following information to the extent reasonably determinable based on the information that was delivered
to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 


(i)           
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


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


 


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




 


(iv)        
(A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a
description of any such proposed or


 






    249


     


    

 


taken
actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection
with the proposed or taken actions;


 


(v)          
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


(vi)         
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)        
the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the
Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and
(y) the net present value calculation and all related assumptions;


 


(ix)         
the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)          
such other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


A
summary of each Asset Status Report shall be provided to the Certificate Administrator and the Trustee.


 


If
within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing
Certificateholder (communicated to the Special Servicer within ten (10) Business Days (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days)) is not in the best interest of all the Certificateholders, the
Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however,
that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the
applicable Mortgage Loan documents. If, with respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence
and continuance of any Control Termination Event, the Directing Certificateholder disapproves such Asset Status Report within
ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days) of receipt and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall
revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later


 






    250


     


    

 


than
thirty (30) days after such disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence of a
Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination
Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor
(but only after the occurrence and during the continuance of an Operating Advisor Consultation Event) and the 17g-5 Information
Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination
Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until
the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving such
revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that
the disapproval is not in the best interests of the Certificateholders; provided that, if the Directing Certificateholder
has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status
Report, the Special Servicer shall follow the Directing Certificateholder’s direction, if such direction is consistent with
the Servicing Standard; provided, however, that if the Directing Certificateholder’s direction would cause
the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of
Asset Status Report; provided, further, however, that such Asset Status Report does not, and is not intended
to be, a substitute for the approvals that are specifically required pursuant to Section 6.08. The procedures described
in this paragraph are collectively referred to herein as the “Directing Certificateholder Asset Status Report Approval
Process”.


 


The
Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report;
provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor (in person or remotely via
electronic, telephonic or other mutually agreeable communication), on a non-binding basis, in connection with an Asset Status
Report for an Excluded Loan which includes a Major Decision that it is processing or for which its consent is required and consider
alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special
Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law
or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
(c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the


 






    251


     


    

 


Mortgage
Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees
or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


Prior
to an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating
Advisor promptly following the conclusion of each Directing Certificateholder Asset Status Report Approval Process. The Operating
Advisor’s review of any such Final Asset Status Report shall only provide background information to support the Operating
Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor
shall not provide comments to the Special Servicer in respect of such Final Asset Status Report.


 


If
an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset
Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder).
The Operating Advisor shall provide comments to the Special Servicer in respect of any such Asset Status Report within ten (10)
Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information
reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent
it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are
holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative courses
of action, if any, and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred
and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection with
the Special Servicer’s preparation of any such Asset Status Report. The Special Servicer may revise the Asset Status Report
as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the subordinate or pari passu nature of such Companion Loan)). Promptly
upon determining whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating
Advisor or the Directing Certificateholder, the Special Servicer shall revise the Asset Status Report, if applicable, and deliver
to the Operating Advisor and the Directing Certificateholder either the revised Asset Status Report (until a Final Asset Status
Report is issued) or notice that the Special Servicer has decided not to revise such Asset Status Report, as applicable. The procedures
described in this paragraph are collectively referred to as the “ASR Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder (and at any time with
respect to any Excluded Loan) shall have no right to consent to any Asset Status Report under this Section 3.19. After
the occurrence and


 






    252


     


    

 


during
the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder (except with respect to any Excluded Loan or, prior to the occurrence and continuance of an AB Control Appraisal
Period, the related Serviced AB Whole Loan), and after the occurrence and during the continuance of an Operating Advisor Consultation
Event, the Operating Advisor, shall consult with the Special Servicer (in person or remotely via electronic, telephonic or other
mutually agreeable communication) and may propose alternative courses of action and provide such other feedback as the Directing
Certificateholder or the Operating Advisor, as applicable, determines in respect of any Asset Status Report. After the occurrence
of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other
than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with
the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the
Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset
Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or
recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above, but
is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan,
the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)          
(i)  Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the
definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the
Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the
Special Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to
comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)          
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an
event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the
60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the
Operating Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)          
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special


 






    253


     


    

 


Servicer
shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the
Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information)
(and shall deliver each Final Asset Status Report with respect to a Serviced AB Whole Loan prior to the occurrence and continuance
of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Certificateholder).
With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination
Event, within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five
(5) Business Days) of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such
draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).
If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of
receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder
until the Directing Certificateholder approves such draft summary; provided, however, that if the Directing Certificateholder
has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial
draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered
by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report;
provided, further, however, that if at any time the Special Servicer determines that any affirmative disapproval
of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to
the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status
Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special Servicer shall promptly deliver (but in any event no later than two (2) Business
Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare
a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate
Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved
by the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final
Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b).


 


(g)          
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section 3.20       
Sub-Servicing Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects
and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement;


 






    254


     


    

 


(ii) provides
that if the Master Servicer or Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume
all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement,
or, alternatively, may act in accordance with Section 7.02 hereof under the circumstances described therein (subject
to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the
related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party
beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or its designee assumes the obligations
of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee,
the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable, any successor master
servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any
duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage
Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at
its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated
by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner and by such
other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights
of indemnification that may be satisfied out of assets of the Trust; (vi) does not permit the Sub-Servicer to modify
any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as applicable, is permitted hereunder to modify
such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision and certain other
decisions without the consent of the Master Servicer or Special Servicer, as applicable (subject to the rights of the Directing
Certificateholder pursuant to Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after
the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the
time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; (ix) provides that the Sub-Servicer
shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following
the expiration of any applicable Grace Period) if, among other things, the Sub-Servicer fails (A) to deliver by the due
date any Exchange Act reporting items required to be delivered to the Master Servicer under Article XI or under the
Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a
party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to; and (x) provides that such Sub-Servicing Agreement shall be terminable
if at any time the related Sub-Servicer is a Risk Retention Affiliate of the Third Party Purchaser if such Sub-Servicer is a servicer
as contemplated by Item 1108(a)(2).


 


Any
successor master servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special
servicer, as applicable, be assigned and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special
Servicer, as applicable (subject to Section 3.20(g) hereof). In addition, each Sub-Servicing


 






    255


     


    

 


Agreement
entered into by the Master Servicer may but need not provide that the obligations of the Sub-Servicer thereunder may terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a Specially Serviced Loan; provided,
however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing Agreement provides for Advances by
the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make all Advances and calculations
and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced Loans and continue to
collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the
related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or
Special Servicer, as applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto
and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents. References
in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer
on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master
Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly,
in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if
such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest
in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer
as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master
Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master
Servicer or Special Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee
and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of
any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)          
As part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of
the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that
the Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the
requirements of Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies,
shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The
Master Servicer or the Special Servicer, as


 






    256


     


    

 


applicable,
shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer other than an Initial Sub-Servicer
only, at any time it considers removal to be in accordance with the best interests of the Trust and/or the Certificateholders
and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)          
In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)          
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master
Servicer and the Special Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the
Companion Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing
and administering the Mortgage Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer
thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)           
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          
Each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without
cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any
successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in
accordance with its provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes
the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial
Sub-Servicing Agreement without further action upon becoming the successor master servicer and (iii) this Agreement
may not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder
and/or under the Initial Sub-Servicing Agreement, without the prior written consent of the Initial Sub-Servicer (which
consent shall not be unreasonably withheld).


 






    257


     


    

 


(h)          
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be,
to the Master Servicer pursuant to the terms hereof.


 


(i)           
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage
Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the
Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding
anything to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material
servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage
Loan documents, without the consent of the Master Servicer or Special Servicer, as applicable.


 


(j)           
No party shall enter into an agreement with a Sub-Servicer that is a Risk Retention Affiliate of the Third Party Purchaser if
such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2). Notwithstanding the preceding sentence, the parties
to this agreement, absent actual knowledge to the contrary, may conclusively rely upon a representation of any Initial Sub-Servicer
that such Sub-Servicer is not, to its actual knowledge, an a Risk Retention Affiliate of the Third Party Purchaser. If at any
time a Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) and is a Risk Retention Affiliate of the Third Party Purchaser,
such party shall terminate such Sub-Servicer in accordance with the Sub-Servicing Agreement to the extent such party has actual
knowledge of such affiliation.


 


Section 3.21       
Interest Reserve Account. (a)  On the Master Servicer Remittance Date occurring in each February and in any January
that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date),
the Certificate Administrator, in respect of the Actual/360 Loans, shall deposit into the Interest Reserve Account, an amount
equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Loans as of the Due Date occurring in
the month preceding the month in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent
a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February and
January, “Withheld Amounts”).




 


(b)          
On each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 






    258


     


    

 


Section 3.22       
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via
telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder and (b) the Operating Advisor
(with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties
for which the Master Servicer or the Special Servicer, as the case may be, is responsible. In connection with such telephonic
meeting, and, at the Master Servicer’s or Special Servicer’s option, the Directing Certificateholder shall execute
an Investor Certification or confidentiality agreement satisfying the requirements of Section 3.13(f).


 


Section 3.23       
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent
there is only one Controlling Class Certificateholder and it or its Affiliate is also the Special Servicer, it shall be the Directing
Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute
and deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement.
Upon the resignation or removal of the existing Directing Certificateholder, any successor Directing Certificateholder shall deliver
a certification substantially in the form of Exhibit P-1G to this Agreement to each of the addressees therein prior to
being recognized as the new Directing Certificateholder.


 


(b)          
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon
the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders
to select a new Directing Certificateholder. In the event that (i) the Master Servicer, the Certificate Administrator, the
Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders
that a


 






    259


     


    

 


Directing
Certificateholder is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to
the proviso of the definition of “Directing Certificateholder”, then the Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and
address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer,
the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class.


 


(c)          
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the
Controlling Class Certificateholder and the Directing Certificateholder.


 


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


 


(e)          
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list
of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses at the expense
of the Trust. In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing
Certificateholder or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the
Trustee, the Operating Advisor, the Master Servicer and the Special Servicer, and the Master Servicer shall notify each Non-Serviced
Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced
Operating Advisor. Notwithstanding the foregoing, Barings LLC shall be the initial Directing Certificateholder and shall remain
so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs.




 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder.


 






    260


     


    

 


(f)           
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class
becoming the Controlling Class.


 


(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in its interests or the interests of the Holders of the Controlling Class; (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Directing Certificateholder may take actions that favor its interests or the interests of the Holders of
the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing
Certificateholder shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted,
and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee,
agent or principal of the Directing Certificateholder for having so acted.


 


(h)          
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the
obligation to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)           
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact
information of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.


 


(j)           
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor
Agreement.


 


(k)          
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)           
[Reserved].




 


(m)         
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on
its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to


 






    261


     


    

 


the
Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event, (ii) any Consultation Termination
Event or (iii) any Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination that a Control
Termination Event, a Consultation Termination Event or an Operating Advisor Consultation Event has occurred or is terminated,
the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s
Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class E-RR Certificates
(taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof,
such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance
of the Class E-RR Certificates to less than 25% of the Original Certificate Balance thereof.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event that an Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance
of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR to 25% or below of the initial Certificate Balances of such Classes
in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of such Classes), such special notice shall state: “An Operating Advisor Consultation Event has occurred because
Certificate Balance of the Class E-RR, Class F-RR, Class G-RR and Class NR-RR Certificates in the agreement is 25% or less of
the aggregate initial Certificate Balance of such Classes (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of such Classes).”


 


Section 3.24       
Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that
each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms
and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage
Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation,
effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in
the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall


 






    262


     


    

 


govern.
Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action
with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior
consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement
provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each
of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its
respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer
solely with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor
Agreement.


 


(b)          
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between
the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with
any instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable
Advance. In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne
by the Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or
the Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such
Companion Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this
Agreement (upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing
Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.
In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent
of a new Directing Certificateholder or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered
notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master
Servicer or Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing
Certificateholder or a new Controlling Class Certificateholder.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this
Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 






    263


     


    

 


(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)          
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan, to the related Holder of a Serviced Pari Passu Companion Loan, within the same time frame it
is required to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are
actually required to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control
Termination Event or a Consultation Termination Event) and (ii) to consult with any related Holder of a Serviced Pari Passu
Companion Loan on a strictly non-binding basis, to the extent having received such notices, information and reports, such related
Companion Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related
Companion Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related
Companion Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information
and report required to be provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated
to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10)
Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Holder of a Serviced
Pari Passu Companion Loan set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or
take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period
if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder. In no event shall the


 






    264


     


    

 


Special
Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)           
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of
the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)          
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business
Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a
condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating
Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and
the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special
Servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect
to


 






    265


     


    

 


which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to
a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement
did not exist) if (i) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding
Rating Agency, (ii) KBRA has not publicly cited servicing concerns of the applicable replacement master servicer or special
servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement
on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed
securitization transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination,
if KBRA is the non-responding Rating Agency or (iii) it is listed on S&P’s Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating
Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request.
Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not
exist), the Master Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information
Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post
such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or Special Servicer would have been permitted to waive obtaining or to make a determination with respect to
such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did
not exist).


 


(c)          
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.







 


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall review (i) the actions of the Special Servicer with
respect to any Specially Serviced Loan (as provided in Section 3.08(a), Section 3.08(b), Section 3.19(d),
this Section 3.26 and Section 6.08(a)), (ii) all


 






    266


     


    

 


reports
by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s Website and (iii) each
Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and each Final
Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform its duties
hereunder in accordance with the Operating Advisor Standard. For the avoidance of doubt, the Operating Advisor will have no obligation
or responsibility at any time to review the actions of the Master Servicer for compliance with the Servicing Standard. Except
with respect to a waiver of the Operating Advisor Consulting Fee by the Master Servicer pursuant to Section 3.26(i),
the Operating Advisor will have no obligation or responsibility at any time to consult with the Master Servicer.


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report or Final Asset Status Report), subject to any Privileged Information Exception or law, rule, regulation, order,
judgment or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement
related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer
pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


 


(c)          
(i)  Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and
other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are
posted on the Certificate Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and continuance
of an Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status Report
or Final Major Decision Reporting Package, and (iii) after the occurrence and during the continuance of an Operating Advisor
Consultation Event, any Asset Status Report and any Major Decision Reporting Package, the Operating Advisor shall ((i) if
any Mortgage Loans were Specially Serviced Loans at any time during the prior calendar year or (ii) if an Operating Advisor Consultation
Event occurred during the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider
within one hundred twenty (120) days of the end of such prior calendar year, an annual report (the “Operating Advisor
Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to either
its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this
Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however,
that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision
of this Agreement), setting forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that
the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties pursuant
to this Agreement with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating
Advisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on
a Trust-Level Basis and identifying (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised
in good faith, the Special Servicer has failed to comply and (2) any material deviations from the Special Servicer’s


 






    267


     


    

 


obligations
hereunder with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect
to any REO Property related to any Non-Serviced Mortgage Loan); provided, further, however, that in the event
the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to the special servicer that was acting
as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating
Advisor Annual Report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor
Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special
Servicer. In preparing any Operating Advisor Annual Report, the Operating Advisor shall not be required to (i) report on instances
of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial or (ii) provide or obtain
a legal opinion, legal review or legal conclusion. Subject to the restrictions in this Agreement, each such Operating Advisor
Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special
Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or
REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO
Property related to a Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in
this Agreement regarding Privileged Information (subject to any permitted exceptions). Subject to the restrictions in this Agreement,
including, without limitation, Section 3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify
any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under
this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer
is responsible for servicing under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage
Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance
with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual
Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)); provided,
however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least
five (5) business days prior to such annual report’s delivery to the Certificate Administrator and the 17g-5 Information
Provider. The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are
provided by the Special Servicer.


 


(ii)          
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for such reliance thereon.


 






    268


     


    

 


(d)          
[Reserved].


 


(e)          
(i)  With respect to any Mortgage Loan or Serviced Whole Loan, after the calculation (and if an Operating Advisor Consultation
Event has occurred and is continuing, prior to the utilization by the Special Servicer) of any of the calculations related to net
present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations, together
with any supporting material or additional information necessary in support thereof (including such additional information reasonably
requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged
Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such
calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations
and any supporting or additional materials, recalculate and review for accuracy and consistency with this Agreement the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be
utilized in connection with any such calculation.


 


(ii)          
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the net present value or the application of the applicable non-discretionary portions of the formula required to be utilized
for such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any material
inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in
arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations.
In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to
the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such
disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating
Advisor and the Special Servicer and determine which calculation is to apply (and shall provide prompt written notice of such
determination to the Operating Advisor and the Special Servicer).


 


(f)          
Notwithstanding the foregoing, and prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review will be limited to an after-the-action review of any assessment of compliance, attestation report, Final
Major Decision Reporting Package, Final Asset Status Report and other information delivered to the Operating Advisor by the Special
Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior
calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall
have no involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, insurance
policies, mortgagor substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases
from escrow, assumptions or other similar actions that the Special Servicer may perform under this Agreement and will have no
obligations at any time with respect to any Non-Serviced Mortgage Loan. In addition, with respect to the Operating Advisor’s
review of net present value calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation
shall not take into account the reasonableness of Special Servicer’s property and borrower performance assumptions or other
similar discretionary portions of the net present value calculation.


 






    269


     


    

 


(g)          
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders other than the Directing
Certificateholder), other than (1) to a party hereto, to the extent expressly set forth herein with a notice indicating that such
information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific
findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor Annual Report
or (ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement
that receives Privileged Information shall not disclose such Privileged Information to any other Person without the prior written
consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder (with
respect to any Mortgage Loan other than any Non-Serviced Mortgage Loan and any Excluded Loan) other than pursuant to a Privileged
Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar capacity
with respect to Other Securitizations that involve the same parties or borrower involved in this securitization, the knowledge
of the employees performing operating advisor functions for such Other Securitizations are not imputed to different employees
of the Operating Advisor performing the obligations hereunder. Notwithstanding the foregoing, the Operating Advisor shall be permitted
to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be
bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(h)          
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time
in accordance with the terms of Section 4.07(a).


 


(i)           
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on
each Distribution Date with respect to each Mortgage Loan (excluding the Non-Serviced Mortgage Loans, the Servicing Shift Loans
and any Companion Loan) or each REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from
time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan or REO Loan,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a). Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the
preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable


 






    270


     


    

 


from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent
such Operating Advisor Consulting Fee is actually received from the related Mortgagor. When the Operating Advisor has consultation
obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable,
processing the related Major Decision shall use efforts consistent with the Servicing Standard to collect the applicable Operating
Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to the extent not prohibited
by the related Mortgage Loan documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount
of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is
in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement
action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master 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. Notwithstanding the foregoing, the Operating Advisor shall have no obligations
or consultation rights as Operating Advisor with respect to any Non-Serviced Whole Loan or any related REO Property; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced
Whole Loan.


 


(j)           
After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction
of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable)
requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such requesting
Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency
Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of
such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide
written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s Website
in accordance with Section 3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of a majority of the aggregate Certificate Balance of all Classes
of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace
the Operating Advisor with the replacement Operating Advisor.




 


(k)         
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the


 






    271


     


    

 


obligations
of the Operating Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that
it is an Eligible Operating Advisor. Upon any termination of the Operating Advisor and appointment of a successor to the Operating
Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination and appointment to the Special
Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder
for any Mortgage Loan other than an Excluded Loan (but only if no Control Termination Event or Consultation Termination Event
has occurred), any Companion Holder and the Certificateholders. Notwithstanding the foregoing, if the Trustee is unable to find
a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted
to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor operating advisor so
long as the Trustee uses commercially reasonable efforts to conduct a search for a successor operating advisor and such failure
is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(l)           
The holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate
Administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination
Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with
respect to such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)         
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor
appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed to have
been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt
of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance
of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating
Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the appointment
within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction
for the appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations. The resigning Operating Advisor


 






    272


     


    

 


shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 3.26.


 


(o)          
[Reserved].


 


(p)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for
any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular Class of Certificates or particular Certificateholders or any third party, and (iv) the Operating Advisor does
not constitute an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


 


(r)          
With respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have
no obligation to perform any such duties until the receipt of such notice.


 


Section 3.27       
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall
be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement.


 


(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 






    273


     


    

 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)          
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28       
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”)
with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions
for, the Companion Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto. In the
event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall
have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such
payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement:
(x) any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to a Serviced
Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other
Servicer under the Other Pooling and Servicing Agreement; and (y) any notices, reports or other information required to be delivered
pursuant to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable
Non-Serviced Master Servicer under the related Non-Serviced PSA.


 


Section 3.29       
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer
shall be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer
shall acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer, as the case may be.




 


(b)          
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 






    274


     


    

 


(c)          
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)          
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(e)           
With respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, the Directing Certificateholder, prior to the
occurrence and continuance of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during
the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights held by the holder
of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related
Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)          
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)          
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other
Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review
by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by
the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.




 


(h)          
On each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related
Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master


 






    275


     


    

 


Servicer
shall, upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been
or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in
connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve
funds and originals of items specified in clauses (x) and (xii) of the definition of Mortgage File for the related Servicing Shift
Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being
securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request
for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable
requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it
pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30      
[Reserved].


 


Section 3.31       Resignation
Upon Prohibited Risk Retention Affiliation. Unless the Depositor has determined, following a modification, waiver or amendment
to the Risk Retention Rule, that the following affiliations are not prohibited pursuant to the then current Risk Retention Rule,
upon the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator
or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become a Risk Retention Affiliate of the Third Party Purchaser (in each case, an “Impermissible
TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by
any other party to this Agreement, the Third Party Purchaser, the Retaining Sponsor or any Underwriter or Initial Purchaser that
the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate,
or (iii) an officer or manager of the Operating Advisor or the Asset Representations Reviewer that is responsible for performing
the duties of the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become
a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (in each case, an “Impermissible
Operating Advisor Affiliate” or “Impermissible Asset Representations Reviewer Affiliate”, respectively;
and each of an Impermissible TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations
Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), then in each such case the Impermissible
Risk Retention Affiliate shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement and
resign in accordance with Section 3.26, Section 6.05, Section 7.03, Section 8.07
or Section 12.03, as applicable. The resigning Impermissible Risk Retention Affiliate will be required to bear all
reasonable out-of-pocket costs


 


 



    276


     


    




and
expenses of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to
the extent required under this Agreement; provided, however, if the affiliation causing an Impermissible Risk Retention
Affiliate is the result of the Third Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an
affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the Trust.


 


Section 3.32       
Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that
is not appropriately labeled and delivered in accordance with this Section 3.32(a) shall not be separately posted
as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered
to the Certificate Administrator pursuant to this Section 3.32(a) shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the
Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.32(a) until such party has received written notice
with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing set
forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder on the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with
respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in
accordance with Section 3.13(a).


 


(b)          
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such
Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded
Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a)
and Section 4.02(f) of this Agreement.


 






    277


     


    

 


Article IV



Distributions TO CERTIFICATEHOLDERS


 


Section 4.01       
Distributions. (a)  On each Distribution Date, to the extent of the Available Funds for such Distribution Date,
the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC
Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c)
with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from
the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and
possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A Certificates, the
Class X-B Certificates and the Class X-D Certificates, pro rata (based upon their respective entitlements to interest
for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect
of such Classes of Certificates for such Distribution Date;


 


(ii)         
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates in reduction of their Certificate
Balances: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates, in an
amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates
is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders
of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after
any distributions specified in subclause (1) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-1 Certificates is reduced to zero; (3) third, to the Holders of the Class A-2
Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified
in subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-2 Certificates is reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance
of the Class A-3 Certificates is reduced to zero; (5) fifth, to the Holders of the Class A-4 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3) and (4) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-4 Certificates is reduced to zero; (6) sixth, to the Holders of the Class A-5 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses
(1), (2), (3), (4) and (5) above have been made on such Distribution Date), until the outstanding
Certificate Balance of the Class A-5


 






    278


     


    

 


Certificates
is reduced to zero; (7) seventh, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1), (2), (3), (4), (5) and (6) above
have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates is reduced
to zero; and (II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-SB Certificates, pro rata (based on their respective Certificate Balances) in an amount equal
to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates pro rata (based upon the aggregate
unreimbursed Realized Losses previously allocated to each such Class), first, (i) up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)           
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class A-S Certificates is reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, first, (i) up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;




 


(vii)        
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)      
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the
Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the


 






    279


     


    

 


portion
thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class B Certificates is reduced to zero;


 


(ix)         
ninth, to the Holders of the Class B Certificates, first, (i) up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set
forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class until the date such Realized Loss is reimbursed;


 


(x)          
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C
Certificates is reduced to zero;


 


(xii)        
twelfth, to the Holders of the Class C Certificates, first, (i) up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xiii)       
thirteenth, to the Holders of the Class D Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)       
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date),
until the outstanding Certificate Balances of the Class D Certificates is reduced to zero;




 


(xv)         fifteenth, to the Holders of the Class D Certificates, first, (i) up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 






    280


     


    

 


(xvi)         
sixteenth, to the Holders of the Class E-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)        
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates
and Class D Certificates have been reduced to zero, to the Holders of the Class E-RR Certificates, in reduction of the Certificate
Balances thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on
such Distribution Date), until the outstanding Certificate Balance of the Class E-RR Certificates is reduced to zero;


 


(xviii)       
eighteenth, to the Holders of the Class E-RR Certificates, first, (i) up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was
allocated to such Class until the date such Realized Loss is reimbursed;


 


(xix)          
nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)          
twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E-RR Certificates have been reduced to zero, to the Holders of the Class F-RR
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates,
Class C Certificates, Class D Certificates and Class E-RR Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class F-RR Certificates is reduced to zero;


 


(xxi)         
twenty-first, to the Holders of the Class F-RR Certificates, first, (i) up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;







 


(xxii)        
twenty-second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)      
twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-RR Certificates and Class F-RR Certificates have been reduced
to zero, to the Holders of the Class G-RR


 






    281


     


    

 


Certificates,
in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E-RR Certificates and Class F-RR Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class G-RR Certificates is reduced to zero;


 


(xxiv)         
twenty-fourth, to the Holders of the Class G-RR Certificates, first, (i) up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed;


 


(xxv)         
twenty-fifth, to the Holders of the Class NR-RR Certificates in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)        
twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E-RR Certificates, Class F-RR Certificates and Class G-RR
Certificates have been reduced to zero, to the Holders of the Class NR-RR Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E-RR Certificates, Class F-RR Certificates and Class G-RR Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class NR-RR Certificates is reduced to zero;


 


(xxvii)        
twenty-seventh, to the Holders of the Class NR-RR Certificates, first, (i) up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Realized
Loss was allocated to such Class until the date such Realized Loss is reimbursed; and


 


(xxviii)       
twenty-eighth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.







 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled
principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be


 






    282


     


    

 


liable
or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the
actions described in the preceding sentence.


 


(b)          
[Reserved].


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable
to the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(d), 4.01(f)
and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests
is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier Regular Interest
shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution Amount in respect
of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case
of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB and Class LAS Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LB Uncertificated Interests, the Class X-B
Certificates and (iii) in the case of the Class LD Uncertificated Interests, the Class X-D Certificates, in each case, computed
based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the
Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually
distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred
to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator
by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited
in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b) and 4.04(c).
The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal
Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in
the Preliminary Statement hereto.


 


Any
amount that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier
Distribution Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iii)
shall be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to
the extent of the Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          
While the Certificate Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further
distributions in respect of interest or principal other than reimbursement of Realized Losses with interest and other amounts
provided for in this Section 4.01.


 






    283


     


    

 


(e)          
(i) On each Distribution Date, Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of the Mortgage
Loans during the related Collection Period will be required to be distributed by the Certificate Administrator to the Holders
of each Class of Regular Certificates in the following manner: (1) pro rata, among (v) the YM Group A, (w) the
YM Group B, (x) the YM Group C , (y) the YM Group D and (z) the YM Group RR and based upon the aggregate of principal distributed
to the Classes of Principal Balance Certificates in each YM Group on such Distribution Date, and (2) among the Classes of
Certificates in each YM Group, in the following manner: (i) with respect to each YM Group (other than the YM Group C and the YM
Group RR), (A) the Holders of each Class of Principal Balance Certificates in such YM Group shall be entitled to receive
on each Distribution Date an amount of Prepayment Premiums or Yield Maintenance Charges equal to the sum, for all mortgage loan
prepayments, of the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on such
Distribution Date and whose denominator is the total amount of principal distributed to all of the Principal Balance Certificates
in that YM Group representing principal payments in respect of the Mortgage Loans on such Distribution Date, (b) the Base
Interest Fraction for the related principal prepayment and such Class of Principal Balance Certificates, and (c) the Prepayment
Premiums or Yield Maintenance Charges collected during the related Collection Period and allocated to such YM Group and (B) any
Prepayment Premiums or Yield Maintenance Charges allocated to such YM Group collected during the related Collection Period remaining
after such distributions will be distributed to the Class of Class X Certificates in such YM Group and (ii) with respect
to the YM Group C and YM Group RR, the Holders of each class of Principal Balance Certificates in such YM Group shall be entitled
to receive on each Distribution Date an amount of Prepayment Premiums or Yield Maintenance Charges equal to the sum, for all mortgage
loan prepayments, of the product of (a) a fraction whose numerator is the amount of principal distributed to such Class on
such Distribution Date and whose denominator is the total amount of principal distributed to all of the Principal Balance Certificates
in that YM Group representing principal payments in respect of the mortgage loans on such Distribution Date, and (b) the Prepayment
Premiums or Yield Maintenance Charges collected during the related Collection Period and allocated to such YM Group. If there
is more than one such Class of Certificates entitled to distributions of principal on any particular Distribution Date on which
Prepayment Premiums or Yield Maintenance Charges relating to the Mortgage Loans are distributable, the aggregate amount of such
Prepayment Premiums or Yield Maintenance Charges will be allocated among all such Classes of Certificates up to, and on a pro
rata basis in accordance with, their respective entitlements thereto in accordance with the first sentence of this paragraph.


 


For
purposes of the first paragraph of this Section 4.01(e), the relevant “Base Interest Fraction”
with respect to any Principal Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment
Premium, and with respect to any Class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 Class A-SB,
Class A-S, Class B and Class D Certificates, shall be a fraction (A) whose numerator is the greater of (x) zero
and (y) the difference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable
Discount Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect
to such Principal Prepayment and (B) whose denominator is the greater of zero and the difference between (i) the Mortgage
Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced


 






    284


     


    

 


Whole
Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the applicable Discount Rate used in accordance with the related
Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment. However, (1) under
no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if the applicable Discount Rate
is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable, and is greater than
or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero and (3) if
the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable,
and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1).


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall
be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount
rate (as reported by the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if
a discount rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the
terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields
(as reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment
(or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating
the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the Anticipated
Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted
to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


(ii)          
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R or Class S Certificates.


 


(iii)        
All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(e) shall
first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier
Regular Interests, pro rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier
Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


(f)          
On each Distribution Date, the Certificate Administrator shall apply amounts from the Gain-on-Sale Reserve Account or
the Gain-on-Sale Entitlement Amount, as applicable, (other than amounts with respect to a Non-Serviced Mortgage Loan) and shall


 






    285


     


    

 


distribute
such amounts to reimburse the Holders of the Regular Certificates (in order of distribution priority) (first deeming such amounts
to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Realized Losses, if any,
previously deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date pursuant
to Section 4.01(a). Amounts paid from the Gain-on-Sale Reserve Account or the Gain-on-Sale Entitlement Amount,
as applicable, will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts
remaining in the Gain-on-Sale Reserve Account or the Gain-on-Sale Entitlement Amount, as applicable, after such distributions
shall be applied to offset future Realized Losses with respect to the Principal Balance Certificates and related Realized Losses
in each case allocable to the Regular Certificates. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale
Reserve Account or the Gain-on-Sale Entitlement Amount, as applicable, shall be distributed on the final Distribution Date to
the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such
Certificateholder at its address in the Certificate Register. The final distribution on each Certificate (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner,
but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository
shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance
with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate
Owners that it represents and to each indirect participating brokerage firm (a ”brokerage firm” or “indirect
participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master
Servicer, the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this
Agreement or applicable law.


 


(h)          
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution


 






    286


     


    

 


Date,
the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)          
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made on such
Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or
such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has
been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months
after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.
If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable laws.
The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as
a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
this Section 4.01(h).


 


(i)           
Distributions in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective
Class otherwise entitled to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since
been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution
to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 






    287


     


    

 


(j)           
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans
shall be distributed from the Excess Interest Distribution Account to the Holders of the Class S Certificates. Excess
Interest will not be available to pay any other amounts except for distributions on Class S Certificates set forth in the
prior sentence.


 


(k)          
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)        
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date in accordance with Section 3.05(g)(v).


 


Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s


 






    288


     


    

 


Website
to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part upon
information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in accordance
with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


 


(i)           
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


 


(iii)         
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property
Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 


(vi)         
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)        
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60
days to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an
REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based
on the most recent Appraisal or valuation;


 


(ix)      
    the Available Funds for such Distribution Date;


 


(x)      
     the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately
identifying any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 






    289


     


    

 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Prepayment
Premiums and Yield Maintenance Charges and (B) in the case of the Class S Certificates, Excess Interest;


 


(xii)        
the Pass-Through Rate for such Class of Certificates for such Distribution Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with
respect to the pool of Mortgage Loans;


 


(xiv)       
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates to date;


 


(xv)        
the Certificate Factor for each Class of Certificates (other than the Class R and Class S Certificates) immediately following
such Distribution Date;


 


(xvi)       
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)      
the current Controlling Class;


 


(xviii)    
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)       
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;




 



(xx)         a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


 


(xxi)        all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxii)       in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 






    290


     


    


 


(xxiii)             the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Loss;


 


(xxiv)             the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)              with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)             with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all
payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date,
(A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan
in connection with that determination;


 


(xxvii)            the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)           [Reserved];


 


(xxix)             the
then-current credit support levels for each Class of Certificates;


 


(xxx)              the
aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


  


(xxxi)             a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)            a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage
Loan by the applicable Mortgage Loan Seller;


 


(xxxiii)           an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with
respect to the related Distribution Date,


 



    291


     


    

 


which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)           the
amount of any Excess Interest actually received; and


 


(xxxv)            a
statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any affiliates
thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such identity
with the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity
pursuant to which the Directing Certificateholder and any affiliates thereof primarily operate.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii) and (xxxiv)
above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.


 


With respect to the information
identified in clause (xxxv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit
P-1G.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this
Agreement, including, but not limited to, filing via EDGAR.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)                
[Reserved].


 


(c)                
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or, if applicable, Internet


 



    292


     


    

 


website (in addition to making information available as provided herein) any
reports or other information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to
any party to this Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has
executed a “click-through” confidentiality agreement in accordance with Section 3.13 hereof (which
may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this Agreement
(including without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or
applicable law. Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar electronic
media shall not be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection
with providing access to the Master Servicer’s Internet website, the Master Servicer shall take reasonable measures to ensure
that only such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination
of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible
for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b), other than
information produced by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise
meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer
shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information
provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


  


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(b) or Section 4.02(d) shall not constitute a breach of this Section 4.02(b)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 






    293


     


    

 


(d)               
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)                 
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)                  Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a
Non-Specially Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master
Servicer’s or Special Servicer’s reasonable satisfaction (at the expense of such Excluded Controlling Class
Holder) and if such information is in the Master Servicer’s or Special Servicer’s possession, the Master Servicer
or Special Servicer, as applicable, shall provide or make available (or forward electronically) to such Excluded Controlling
Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged
Persons through the Certificate Administrator’s Website but not accessible to such Excluded Controlling Class Holder
through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any
Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party; provided
that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the
requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer,
generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will
keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer
may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on
delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor
Certification substantially in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class
Certificateholder is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance
of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special
Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time,


 



    294


     


    

 


on each Master Servicer Remittance
Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier
REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans
to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I
Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced
by the Master Servicer by deposit in the Collection Account on or before the next succeeding Master Servicer Remittance Date (to
the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect
of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate
amount of P&I Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to
such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any
Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New
York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall
notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date.
Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty
License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date.


 


To the extent required
under the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced
Companion Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the Other Trustee of the amount
of the P&I Advance it made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


  


(b)              
  Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments
(net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary
Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loan)
and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent
as of the close of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment
as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan


 



    295


     


    

 


related to a Companion
Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor.
Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory,
and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an
REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection
with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.
No P&I Advances shall be made with respect to any Companion Loan.


 


(c)               
 Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if
such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage
Loan, if the Master Servicer, Special Servicer or Trustee has determined that a P&I Advance or Servicing Advance with
respect to such Mortgage Loan, would be or has become a Nonrecoverable Advance, the Master Servicer shall provide each Other
Servicer and Other Trustee written notice of such determination within the time period required by the related Intercreditor
Agreement. With respect to each Non-Serviced Mortgage Loan, the Master Servicer will be required to make its
determination (based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special
Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable Advance or that
any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable
Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in
respect of the related Non-Serviced Companion Loan (and if the Special Servicer or the Trustee elects to make and makes
such a determination, then it shall make such determination independently of any such determination by such other Person). If
the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a
Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage
Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, Special Servicer or
Trustee, as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer
written notice of such determination within two (2) Business Days of the date of such determination. If the Master Servicer
receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer,
as the case may be, that either has determined in accordance with the applicable Non-Serviced PSA with respect to a
Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I
Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a
nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any
P&I Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a
Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make
any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master
Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of
consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case
may be, or otherwise. For the avoidance


 



    296


     


    

 


of doubt, the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)                
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related Master Servicer Remittance
Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)               
 Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, Balloon Payments, Excess Interest or
any P&I Advance with respect to any Companion Loan or with respect to any cure payment payable by any AB Whole Loan
Controlling Holder and (ii) if an Appraisal Reduction Amount has been made with respect to any Mortgage Loan (or, in the
case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such Appraisal Reduction Amount) then in the event of subsequent delinquencies
thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall
be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance)
to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such
Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the
numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution
Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal
Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately
preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled
Payment for the related Distribution Date.


 


(f)                 
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any,
by which (i) the aggregate Stated


 



    297


     


    

 


Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are
not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable
to any related Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the then aggregate Certificate
Balance of the Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date (any
such deficit, the “Realized Loss”). Any allocation of Realized Losses to a Class of Regular Certificates shall
be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses so allocated to a Class of
Regular Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests
evidenced thereby. The allocation of Realized Losses shall constitute an allocation of losses and other shortfalls experienced
by the Trust. Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose
and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any
such reimbursement is made. With respect to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances
(plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction
of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will
be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Realized
Losses, in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Certificates.


 


(b)              
  On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write off shall be allocated first, to the Class NR-RR Certificates, second, to the Class G-RR
Certificates, third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth,
to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates,
eighth, to the Class A-S Certificates and then, pro rata (based on their respective Certificate Balances),
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in each
case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


  


(c)                
With respect to any Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce
the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


(d)                
[Reserved].


 


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the
Controlling Class (and whether a Control Termination Event or an Operating Advisor Consultation Event has occurred and is continuing)
and (y) determining the Voting Rights of the related Classes for purposes of removal of the Special


 



    298


     


    

 


Servicer or the Operating
Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan)
will be allocated to each Class of Principal Balance Certificates (other than the Senior Certificates and the Class R Certificates)
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
is reduced to zero (i.e., first, to the Class NR-RR Certificates, second, to the Class G-RR Certificates,
third, to the Class F-RR Certificates, fourth, to the Class E-RR Certificates, fifth, to
the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates,
and finally, to the Class A-S Certificates.


 


As of the first
Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Master
Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into
account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan, and all other
information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the
Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly
request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent
appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master
Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as
of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth
in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a
Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal
obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to
this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master
Servicer thereof. The Special Servicer shall provide (via electronic delivery) the Master Servicer with any information in
its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral
Deficiency Amount for any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using
reasonable efforts to deliver such information within five (5) Business Days of the Master Servicer’s reasonable
request. None of the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator shall calculate or
verify any Collateral Deficiency Amount. Upon reasonable prior written request, the Special Servicer shall use reasonable
efforts to assist the Master Servicer in obtaining information reasonably required to calculate or recalculate any Collateral
Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful in
obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event or an Operating Advisor Consultation Event has occurred and is continuing,
Collateral Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates
in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
of Control Eligible Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the


 



    299


     


    

 


Controlling Class
or the occurrence of a Control Termination Event or Operating Advisor Consultation Event, any Class of Control Eligible Certificates
shall be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall
constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).


 


The Master Servicer shall
promptly notify the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)), any Collateral
Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan
or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be delivered simultaneously
with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). Based on information in its possession,
the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. The Certificate
Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m). With respect
to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining (i) the
Voting Rights of the related Classes for purposes of removing the Special Servicer or (ii) the Controlling Class, the appraised
value of the related Mortgaged Property will be determined on an “as-is” basis.


 


(b)               (i)  The
Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of
determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right,
at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or
Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency
Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable efforts to
cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the Requesting Holders’ written
request and (B) prepared on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may
not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the
Special Servicer to obtain an additional Appraisal).


 


(ii)                
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine,
in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of
the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted shall direct the Master Servicer
to, and the Master Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based
on such supplemental appraisal. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling
Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to
the extent


 



    300


     


    

 


required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The
Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain
from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as the
Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain
a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special
Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the
Master Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental
Appraisal and receipt of any information requested by the Master Servicer pursuant to this section, the “Appraisal Review
Period”). The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most
senior Control Eligible Certificates, if any.


 


(c)               
 With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan
as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a
Corrected Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related
Serviced Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each
anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related
Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination
and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer
as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal
valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt
of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence of any
Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder.
Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with Section 4.05(b)
above) and receipt of information reasonably requested by the Master Servicer from the Special Servicer necessary to
calculate the Appraisal Reduction Amount or Collateral Deficiency Amount, the Master Servicer shall determine or redetermine,
as applicable, and report to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and
((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and
such report shall be delivered in the CREFC® Appraisal Reduction Amount Template format; provided, however,
that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a
failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations hereunder. Such report shall also be forwarded by
the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the
related Serviced Companion Loan has been included in an Other Securitization, to the Other


 



    301


     


    

 


Servicer of such Other
Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If
the Master Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such
redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or
Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as
applicable. Prior to the occurrence of a Consultation Termination Event and other than with respect to any Excluded Loan, the
Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal, valuation or downward
adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the
foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or
conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole
Loan that is the subject of an Appraisal Reduction Event to the extent the Special Servicer has obtained an Appraisal or
conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related
Mortgaged Property within the twelve-month period immediately prior to the occurrence of the Appraisal Reduction Event.
Instead, the Master Servicer may use the prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction
Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided
that the Special Servicer has not notified the Master Servicer of any material change to the related Mortgaged Property
having occurred and affecting the validity of such Appraisal or valuation. The Special Servicer, upon reasonable prior
written request, shall provide the Master Servicer with information in its possession that is reasonably required to
determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such
information, within five (5) Business Days following the Master Servicer’s reasonable request therefor.


 


(d)                 Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan,
previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan,
as applicable), and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer
be subject to an Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall
be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced
PSA.


 


(e)                 
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro
rata, between the related AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective
Stated Principal Balances. Any


 



    302


     


    

 


Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in
accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then,
pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based
upon their respective Stated Principal Balances.


 


Section 4.06        
Grantor Trust Reporting. (a)  The parties intend that the portion of the Trust Fund constituting the Grantor
Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a trust
the beneficiaries of which are treated as the owners under subpart E, part I of subchapter J of the Code, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class S Certificates in the Grantor Trust
so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee
for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax
Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed,
Internal Revenue Service Form 1041 on Form 1099) or such other form as may be applicable with the Internal Revenue Service
with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class S
Certificates, their allocable share of income and expense with respect to the Excess Interest and the Excess Interest Distribution
Account, in the time or times and in the manner required by the Code.


 


(b)                
As of the Closing Date no Class S Certificate is held through a “middleman”. If the Certificate Administrator
receives notice that the Class S Certificates are held through a “middleman” as defined by the WHFIT Regulations, then
the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate
Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC and Hare & Co, LLC are
the only “middlemen” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator
with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled
to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination
that the first sentence of this paragraph is incorrect.


  


(c)               
 The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)                
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure


 



    303


     


    

 


is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class S Certificate, by acceptance of its interest in such class of Certificates, will be
deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including
the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class S Certificate,
including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


 


To the extent required
by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP
for the Class S Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07        Investor
Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool.
(a)  The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum.
The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s
Website, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit
questions to (A) the Certificate Administrator relating to the Distribution Date Statement, (B) the Master Servicer
or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 3.13(b),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating
Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the
Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively,
“Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and
answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer,
Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced
Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the
Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the
following: AskMidland@midlandls.com, in each case within a commercially reasonable period of time following receipt thereof.
Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating
Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor, as applicable, shall be delivered to
the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the
Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or
the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be
responsible for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall
post (within a commercially reasonable


 



    304


     


    

 


period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in
its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this
Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as
applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged
Information Exception), or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be
required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall
promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder as part of its response to any Inquiries. The Certificate
Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered. Any
notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the
following statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special
Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in
its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and
Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan
documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs
or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as
applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any
Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Master
Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the
Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the
Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A
Forum and no such party shall have any responsibility or liability for the content of any such information. The
Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or
answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in
nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via
the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to
respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this
Agreement.


 






    305


     


    

 


(b)              
  The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged
Person and (b) it grants authorization to the Certificate Administrator to make its name and contact information available
on the Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access
to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name,
the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.
If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor
Registry (which notice may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly
remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information
submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)                  The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document
Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on
the 17g-5 Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate
Administrator relating to any Distribution Date Statements, or submit questions to the Master Servicer or the Special
Servicer, as applicable, relating to the reports prepared by such parties (each such submission, a “Rating Agency
Inquiry”), and (ii) view Rating Agency Inquiries that have been previously submitted and answered, together
with the responses thereto. In addition, NRSROs may use the forum to submit requests (each such submission also, a
“Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related information.
Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following:
AskMidland@midlandls.com), in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as
applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the
Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time
following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as
applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5
Information Provider’s Website. If the Certificate Administrator, the Master Servicer or the Special Servicer
determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of
applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency
Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of
attorney work product, or (iii) (A) answering any Rating


 



    306


     


    

 


Agency Inquiry would materially increase the duties of, or
result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special
Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its
duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this
Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5
Information Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the
Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The
17g-5 Information Provider will not be liable for the failure by any other such Person to so answer. Questions posted on
the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on
the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be
deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party
shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall
not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto
that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The
Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are
not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08         Secure
Data Room. (a)  The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the
receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have
been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure
Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any
other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and
receipt by the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto (which
shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room.
For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information
to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


 


(b)                
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of,


 






    307


     


    

 


or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)                
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data
Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce
or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01        The
Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto
as Exhibits A-1 through and including A-18, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of
the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by
their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Offered Certificates
(other than the Class X-A and Class X-B Certificates) will be issuable only in minimum Denominations of authorized
initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Non-Registered Certificates


 



    308


     


    

 


(other than the Class X-D, Class R and Class S Certificates) will be issuable in minimum
Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in
excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an
integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of
authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the
Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class R and Class S Certificates shall be issued, maintained and
transferred in minimum percentage interests of 10% of such Class R or Class S Certificates and in integral multiples of
1% in excess thereof.


 


(b)                
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02       
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Massachusetts Mutual Life Insurance Company)
is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)                 Each
Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary
book-entry certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented
thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in
the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of
Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of
the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary
Regulation S Book-Entry Certificate may be held only through Euroclear or Clearstream. After the expiration of the
Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate may be exchanged for an
interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit hereto in
accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in
respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery
to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions


 



    309


     


    

 


due in respect of any beneficial interests in a
Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests
unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a
Regulation S Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association
is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication
and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association
is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)                
Certificates of each Class of Non-Registered Certificates (other than any Risk Retention Certificate during the Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or
an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)                 Certificates
of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (together with the Class R and Class S Certificates and the
Risk Retention Certificates, the “Non-Book Entry Certificates”) shall be in the form of
Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the
name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such
Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R
and Class S Certificates shall only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be
issued in the form of Definitive Certificates at all times during the Transfer Restriction Period.


 


(d)                
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice


 



    310


     


    

 


or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued
to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry
Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository
of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same
legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates
are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions
by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and,
except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class
of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder
thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


 


(e)                During
the Transfer Restriction Period, the Risk Retention Certificates shall only be held as Definitive Certificates in the
Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective
interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the
Retained Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate
Administrator shall hold such Risk Retention Certificates in safekeeping and shall release the same only upon receipt of
written instructions from the holder of the Risk Retention Certificates and the Retaining Sponsor, and in accordance with any
authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There
shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Interest Safekeeping Account” and into which the Risk Retention Certificates shall be held and which shall be governed
by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any
number of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. The Risk Retention Certificates
to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts
distributable to the Risk Retention Certificates shall be remitted to the Retained Interest Safekeeping Account, but shall be
remitted directly to each Retaining Party in accordance with written instructions provided separately by each Retaining Party
to the Certificate Administrator. Under no circumstances by virtue of safekeeping the Risk Retention Certificates shall the
Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the
Retaining Parties. During the Transfer Restriction Period and for such longer time as the Retaining Parties may request, the
Certificate


 



    311


     


    

 


Administrator shall hold the Risk Retention Certificates in definitive, fully registered form without interest
coupons at the below location, or any other location; provided the Certificate Administrator has given notice to each of the
Retaining Parties of such new location:


 


Wells Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Third Party Purchaser
substantially in the form of Exhibit TT to this Agreement evidencing its receipt of the Risk Retention Certificates.


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i), and, if
applicable, Section 5.03(n).


 


For the sake of clarity,
after the Transfer Restriction period, the Risk Retention Certificates may be transferred at the direction of the Holder thereof
in the same manner prescribe herein for other Certificates, subject to Section 5.03(i).


 


Section 5.03        Registration
of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause to be kept at
the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the
“Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for,
among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of
each Class of Non-Registered Certificates represented by a Temporary Regulation S Book-Entry Certificate, a
Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting Certificates for
exchange and registration of transfer, holding the Risk Retention Certificates as Definitive Certificates on behalf of each
Holder of such Class and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices
from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services in
respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in
this Section 5.03.


 


(b)                
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)                
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder
of a beneficial interest in the Rule 144A Book-Entry Certificate deposited


 



    312


     


    

 


with the Certificate Registrar as custodian
for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry
Certificate for an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its
interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, such holder may, subject to the rules
and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such
Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in
the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A
Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures
containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account
and (3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest stating
that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry
Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or
cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both)
a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance
of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such
exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(d)              
  Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a
holder of a beneficial interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as
custodian for the Depository wishes at any time following the Restricted Period to exchange its interest in such
Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate of the same
Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take
delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to
the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial
interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at
its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the
Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be
credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the
Depository’s procedures containing information regarding the participant account of the Depository to be credited with
such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial
interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates


 



    313


     


    

 


and pursuant to and in accordance with Regulation S, or (B) that the
transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the
Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case such
certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may
reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the
Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the
Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the
beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit,
or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the
Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)                Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time to exchange its interest in such Temporary Regulation S Book-Entry Certificate or
Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of the same
Class, or to transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest
in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if
applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a
beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such
instructions to contain information regarding the participant account with the Depository to be credited with such
increase, (2) with respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information
regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer
of an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto
given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in the
Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an
Investment Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect that
such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is
obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or
cause to be increased, the Certificate Balance of the


 



    314


     


    

 


Rule 144A Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with
such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial
interest in the Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be
debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)               
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests
in a Temporary Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or
Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the
effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L
hereto from the holder of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged
after the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate
Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly
executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests
in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred
to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount
represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


  


(g)                
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other
than (a) a Class R Certificate or (b) a Risk Retention Certificate during the Transfer Restriction Period) wishes at any time
to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class,
or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form
of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as
provided herein, (2) instructions from such holder


 



    315


     


    

 


directing the Certificate Registrar, as registrar, to credit, or cause
to be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance
of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account
with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the
event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form
of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry
Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the
Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a
new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall
instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance
of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of
the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate
Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may
be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as
may be reasonably required by the Depository to effect such exchange.


 


(h)             
  Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive
Certificates, if and when permitted by Section 5.02(d), and subject to the issuance and transfer of the Risk
Retention Certificates during the Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book
Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a transferee of a
Non-Book Entry Certificate (or any portion thereof).


 


(i)               
  Transfers of Risk Retention Certificates. At all times during the Transfer Restriction Period, if a
Transfer of any Risk Retention Certificate after the Closing Date is to be made, then, upon receipt of: (i) a certification
from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3,
which such certification must be countersigned by the Retaining Sponsor, (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4, which such
certification must be countersigned by the Retaining Sponsor, (iii) a W-9 completed by the Transferee and (iv) wire
instructions and contact information of the Transferee, the Certificate Administrator (which may conclusively rely upon such
certifications) shall instruct the Certificate Registrar to register such Transfer.  Upon receipt of the Certificate
Administrator’s instruction, the Certificate Registrar shall, subject to Section 5.03(a)and Section 5.03(a),
register the Transfer of the Risk Retention Certificate and reflect such Risk Retention Certificate in the name of the
prospective Transferee and shall deliver written confirmation substantially in the form of Exhibit TT to this
Agreement. The Certificate Registrar shall not register a Transfer of any Risk Retention Certificate after the Closing Date
during the Transfer Restriction Period unless it is so instructed by the Certificate Administrator. After the termination of
the Transfer Restriction Period, if a transfer of the Risk Retention Certificates is to be made and the Risk Retention
Certificates are in the Retained Interest Safekeeping Account, then upon receipt of:


 



    316


     


    

 


(i) a certification from such
Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3,
which such certification must be countersigned by the Retaining Sponsor and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4, which such
certification must be countersigned by the Retaining Sponsor, the Certificate Administrator (which may conclusively rely upon
such certifications) shall instruct the Certificate Registrar to register such Transfer, and upon receipt of the Certificate
Administrator’s instruction, the Certificate Registrar shall register the Transfer of the Risk Retention Certificate
and reflect such Risk Retention Certificate in the name of the prospective Transferee. After the termination of the Transfer
Restriction Period, if a transfer of the Risk Retention Certificates is to be made and the Risk Retention Certificates are in
the Retained Interest Safekeeping Account, the Certificate Registrar shall not register a Transfer of any Risk Retention
Certificate unless it is so instructed by the Certificate Administrator. For the avoidance of doubt, in no event shall a Risk
Retention Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period. After the Transfer
Restriction Period, the Risk Retention Certificates may be transferred subject to the restrictions on transfer set forth in
this Article V. Any transfer of an interest in the Risk Retention Certificates that is not in compliance with
this Section 5.03 shall be null and void ab initio to the extent permitted under applicable law.


 


(j)                 
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)              
  Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)                  If
Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a
restrictive legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the
Non-Registered Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case
may be, unless there is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of
Counsel that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory
evidence, the Certificate Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(m)            
   All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)              
  With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or with respect to the


 



    317


     


    

 


Risk Retention Certificates, the
Retaining Parties) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the
form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not
(A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to
Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to
any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the
assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the
entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by
Section 3(42) of ERISA), other than an insurance company using the assets of its general account under
circumstances whereby the purchase and holding of such Certificates by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class
Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition of
the Certificate by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law) or
(ii) if such Certificate which may be held only by a person not described in clauses (A) or (B)
above, is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a
non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or a
non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer, the
Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the Depositor to any
obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar
Law) in addition to those set forth in the Agreement. The Certificate Registrar shall not register the sale, transfer, pledge
or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received
either the representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii)
above. The costs of any of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the
Depositor, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer),
any sub-servicer, the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating
Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be
deemed to represent that it is not a Person specified in clauses (i)(A) or (i)(B) above. Any transfer,
sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)                
No Class R or Class S Certificate may be purchased by or transferred to any prospective purchaser or transferee that is
or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such Plan and the application of Department of


 



    318


     


    

 


Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class S Certificate. Each prospective
transferee of a Class R or Class S Certificate shall deliver to the transferor and the Certificate Administrator a representation
letter, substantially in the form of Exhibit F-2, stating that the prospective transferee is not a Plan or a person
acting on behalf of or using the assets of a Plan. Each Holder of a Class R or Class S Certificate shall be deemed to represent
that it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported transfer in
violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)               
  Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)                 No
Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any
proposed Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent,
(x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar
and to the proposed transferor, an affidavit in substantially the form attached as Exhibit D-1 (a
“Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted
Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due
and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership
Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed
transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the
proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or
any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that


 



    319


     


    

 


such Person is
not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not
a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions
of this Section 5.03(n) and (y) other than in connection with the initial issuance of a
Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed
transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements therein are false.


 


(iii)               
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in
contravention of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue
Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)                
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)                 Notwithstanding
any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders and other payees of interest or original issue discount that the
Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees
shall not be required for such withholding, and the Certificateholders shall be required to provide the Certificate
Administrator with such forms and such other information reasonably required by the Certificate Administrator. If the
Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof to
any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate the
amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of
this Agreement.


 






    320


     


    

 


(r)                 
In addition, each purchaser of Certificates that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”) or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted
that (i) none of the Depositor, any of the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator, the
Trust Fund, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the
Operating Advisor, the Asset Representations Reviewer, or any of their respective affiliated entities, has provided any investment
recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan
has relied in connection with the decision to acquire any Certificates, and they are not acting as a fiduciary (within the meaning
of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the acquisition of any Certificates
(unless an applicable prohibited transaction exemption is available to cover the purchase or holding of the Certificates or the
transaction is not otherwise prohibited) and (ii) the Plan fiduciary making the decision to acquire the Certificates is exercising
its own independent judgment in evaluating the investment in such Certificates.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.03(r), the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.03(r) shall constitute complete and indefeasible evidence of ownership in the Trust, as
if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05        Persons
Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other
purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information
required to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement
shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).


 


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses
of the Certificateholders. If any Certificateholder that has provided an Investor Certification


 



    321


     


    

 


(i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s
sole cost and expense) access during normal business hours to a current list of the Certificateholders related to the Class of
Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate
Registrar shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders
or the identity of the Directing Certificateholder hereunder, regardless of the source from which information was derived. The
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall
be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)                
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)                 In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to
communicate, (i) if the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate,
the Certificate Administrator shall not require any further verification or (ii) if the Certificateholder or Certificate
Owner is not the holder of record with respect to any Certificate, the Certificate Administrator shall require no more than
(x) a written certification from such Certificateholder or Certificate Owner that it is the beneficial owner of a
Certificate and (y) another document confirming ownership of such Certificate (e.g., trade confirmation, account
statement, or a letter from a broker-dealer). The Certificate Administrator shall not have any obligation to verify the
information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such
information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with any request to
communicate shall be paid by the Trust.


 


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or


 



    322


     


    

 


upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55479-0113
as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08       
Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


(b)                
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)                
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)              
  The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)                
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)               
  The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09       
[Reserved].


 


Section 5.10       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 






    323


     


    

 


(a)               
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)                
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)                 The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The
Certificate Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to
the voting deadline. Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by
the voting deadline shall not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare
a notice announcing the results of the vote. Such notice shall include the percentage of Voting Rights in favor of the
proposition, the percentage against the proposition and the percentage abstaining. In addition, the notice will announce
whether the proposition has been adopted by Certificateholders. The notice shall be distributed in accordance with the
methods described in Section 5.10(a) above. The Certificate Administrator shall also include such notice on the
Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All
vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or
conduct a new vote for the same proposition.


 


(d)              
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 






    324


     


    

 


(e)               
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the 

Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER AND THE 

DIRECTING
CERTIFICATEHOLDER


 


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset
Representations Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for
its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,
the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)                 
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


  


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


 


(iv)               
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof,


 



    325


     


    

 


subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


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


 


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


 


(vii)             
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07(a) hereof;


 


(viii)             
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement; and


 


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


  


(b)              
 The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)               
  The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws
of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


 






    326


     


    

 


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


 


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


 


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


 


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


 


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


 


(vii)               The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)             
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated


 



    327


     


    

 


by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)                
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the
Special Servicer, as of the Closing Date, that:


 


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


 


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


 


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


 


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


 


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


 



    328


     


    

 


Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)               
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07(g) hereof;


 


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


 


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


 


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


 


(d)                
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)                 
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


  


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


 






    329


     


    

 


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


 


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


 


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


 


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


 


(vii)              
The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07(g) hereof; and


 


(viii)             
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and


  


performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)                
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 






    330


     


    

 


(e)                 
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof
from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this
Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by, and no implied duties or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master
Servicer and the Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws
of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as
a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability
of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under
this Agreement.


 


(b)                 The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be
limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage
surveillance, as the case may be, or, in the case of the Operating Advisor, may be limited to all or substantially all of its
assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations and, in the case of
the Asset Representations Reviewer, may be limited to all or substantially all of its assets related to acting as an asset
representations reviewer for commercial mortgage securitizations) to any Person, in which case any Person resulting from any
merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the
Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the successor of the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such
Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving
Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption
agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with
the terms of this Agreement) or any further act


 



    331


     


    

 


on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such merger,
consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of
Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each
applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further,
that if the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a
merger and the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as
applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to
provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of
Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and,
with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to the
reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the
case may be, notifies the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor,
as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has
discovered that such successor entity has not complied with its Exchange Act reporting obligations under any other commercial
mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an
additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding
the foregoing, no Master Servicer, Special Servicer, Asset Representations Reviewer or Operating Advisor may remain the
Master Servicer, Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, under this
Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited Party, or
(y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to
the extent (i) the Master Servicer, the Special Servicer, the Asset Representations Reviewer or Operating Advisor, as
applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance
with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or
transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the
Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor
in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as
applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other
Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the
conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third


 



    332


     


    

 


proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable
Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set
forth in Section 13.01.


 


(i)                 
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)               
 Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04        Limitation
on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the
partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under
any liability to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however,
that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any
breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of
negligent disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner,
director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified and
held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses incurred
in connection with any legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the
Mortgage Loans, the


 



    333


     


    

 


Companion Loans or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a
representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or negligence in
the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or
(iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In
addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate
Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the
likelihood of such loss or damage and regardless of the form of action. Each of the Master Servicer (including in its
capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution,
officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper
format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or parties and each of
them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel.


 


(b)                 None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend
any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not
recoverable from the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer may in its discretion undertake any such action,
proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan, the
rights of the Certificateholders and the holders of a Serviced Companion Loan (as a collective whole) taking into account the
subordinate or pari passu nature of such Serviced Companion Loan); provided, however, that if a Serviced
Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable
out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor Agreement and will
also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole
Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan or Companion Loan, then
any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any
amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses and costs of such
action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs


 



    334


     


    

 


and liabilities of
the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without
duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)                
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that
any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or
the Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder
or by reason of breach of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable.
The Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, as the
case may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master
Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory
to the Trustee, the Certificate Administrator, Operating Advisor, Asset Representations Reviewer or the Depositor, as applicable)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special Servicer,
as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or
otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially
prejudiced thereby.


  


(d)                
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate
Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor,
the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees
and related costs, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any
of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate
Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of
any representations or warranties made herein;


 



    335


     


    

 


provided that such indemnity shall not cover indirect or consequential damages.
The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or
the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee
or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)                 The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them
may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor, in the
performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor of its
duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided
that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be,
shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the
Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in
its capacity as Companion Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may
have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is
materially prejudiced thereby.


 


(f)                 
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and
any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason
of breach of any representations or


 



    336


     


    

 


warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall
assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor)
and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)                
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)                 The
Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any
partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and
against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and
any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties
under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall
not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations
Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel
reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset
Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 






    337


     


    

 


(i)                 
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee,
and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents and the applicable
Non-Serviced Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust
and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement)
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations
Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the applicable
Non-Serviced Trust, to the extent of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan under
the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.


 


Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed
on each of them except (a) upon determination that such party’s duties hereunder are no longer permissible under applicable
law, or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and
the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the
Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder. No such resignation
by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master servicer or successor
special servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s, as applicable, responsibilities
and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer
shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon any termination
(as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer,


 



    338


     


    

 


pursuant to this
Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to
appoint any successor master servicer or special servicer with respect to this Section 6.05; provided that,
such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one
of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special
servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall
pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated
with a transfer of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in
no event shall the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special
servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of
such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights
it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08        The
Directing Certificateholder. (a) Other than with respect to any Serviced AB Whole Loan for which the related holder
of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so long as no Control
Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other than any Excluded Loan or Servicing
Shift Mortgage Loan) and (2) the Special Servicer with respect to all Non-Specially Serviced Loans (other than any
Excluded Loan or Servicing Shift Mortgage Loan), as to all Major Decisions for all Mortgage Loans that are not Specially
Serviced Loans (other than any Excluded Loan) and notwithstanding anything herein to the contrary, except as set forth in,
and in any event subject to, the second and third paragraphs of this Section 6.08, for so long as no Control
Termination Event has occurred and is continuing (such limitation not to be applicable to a Loan-Specific Directing
Certificateholder), the Master Servicer and the Special Servicer shall not be permitted to take (A) with respect to any
Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, any “major
decision” (as defined in the related Intercreditor Agreement) unless the consent of the related AB Whole Loan
Controlling Holder has been obtained by the Special Servicer or (B) any of the


 



    339


     


    

 


following actions (each, a “Major
Decision”) as to which the Directing Certificateholder has objected in writing within ten (10) Business Days
(or if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after the
Directing Certificateholder’s receipt of a written report by the Special Servicer describing in reasonable detail (I)
the background and circumstances requiring action of the Special Servicer, (II) a proposed course of action recommended and
(III) all information reasonably requested by the Directing Certificateholder, and in the Special Servicer’s possession
in order to grant or withhold such consent, which report may (in the sole discretion of the Special Servicer) take the form
of an Asset Status Report (the “Major Decision Reporting Package”) (provided that if such written
objection has not been received by the Special Servicer within such ten (10) Business Day period, then the Directing
Certificateholder will be deemed to have approved such action):


 


(i)                 
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the
ownership of properties securing such of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loans
as come into and continue in default;


 


(ii)                
any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or
material non-monetary term (including, without limitation, the timing of payments, acceptance of discounted payoffs) of a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage
Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided in clause
(xiii) of the definition of Master Servicer Decision;


 


(iii)               
any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan) or REO Property (other than in connection with the
termination of the Trust pursuant to Article IX hereof) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the
special servicer is permitted to sell in accordance with the PSA, in each case for less than the applicable Purchase Price;


  


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


 


(v)                
any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant
to the specific terms of the related Mortgage Loan documents;


 


(vi)               
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as described under clause (xiv) of the definition of “Master Servicer Decision” or as may be effected (I) without
the consent of


 



    340


     


    

 


the lender under the related loan agreement, (II) pursuant to the specific terms of such Mortgage Loan and (III)
for which there is no lender discretion;


 


(vii)              
consent to actions and releases related to condemnation of any material parcels of a Mortgaged Property or of any material
income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability
of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due;


 


(viii)             
any determination of an Acceptable Insurance Default;


 


(ix)                
(1) any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a principal
balance greater than $25,000,000 or (y) for which the debt service coverage ratio and debt yield for such Mortgage Loan (or Whole
Loan, if applicable) is less than the greater of (X) the debt service coverage ratio and debt yield for such Mortgage Loan as of
the origination date of such Mortgage Loan and (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio and debt
yield for such Mortgage Loan as of the most recent quarterly reporting period or (B) where the property management company will
be an affiliate of the related borrower following such change or (2) franchise changes (with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is required to consent or approve
under the Mortgage Loan documents);


 


(x)                
releases of any material amounts from any escrows, reserve accounts or letters of credit held as performance escrows or
reserves with respect to certain Mortgage Loans identified on Schedule 3 hereto, other than those required pursuant to the specific
terms of the related Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is
no lender discretion; provided, for the avoidance of doubt, the foregoing performance escrows (or reserves) or earn-out escrows
(or reserves) do not include any upfront or on-going tenant improvement/leasing commission escrows;


  


(xi)               
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a borrower or guarantor
releasing a borrower or guarantor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(xii)               any
exercise of a material remedy with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole
Loan following a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents;


 


(xiii)             
any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, co-lender or
similar agreement or any action to enforce rights with respect to the Mortgage Loan thereunder (other than with respect to any
Excluded Loan and other than with respect to an amendment splitting any Pari Passu


 



    341


     


    

 


Companion Loan or any Subordinate Companion
Loan), to the extent the Directing Certificateholder or the holder of the majority of the Controlling Class or any affiliate thereof
does not own any controlling interest (whether legally, beneficially or otherwise) in the related mezzanine loan, except that if
any such modification or amendment would adversely impact the master servicer or special servicer, such modification or amendment
will additionally require the consent of the master servicer or special servicer, as applicable, as a condition to its effectiveness;


 


(xiv)              agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type
of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other
than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal
prepayment instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xv)               approve
or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s
ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;


 


(xvi)              determining
whether to cure any default by a borrower under a ground lease or, permit any ground lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new ground lease and grant approvals, including granting of subordination,
non-disturbance and attornment agreements and consents involving leasing activities that involve a ground lease and any leasing
activities that affect an area greater than the lesser of (a) 30% of the net rentable area of the improvements at the Mortgaged
Property and (b) 30,000 square feet of the improvements at the Mortgaged Property); and


 


(xvii)             any
consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


  


provided, that for the purposes
of clause (viii) above and the determination of whether there exists any lender discretion under the terms of the related
Mortgage Loan documents, determining whether a debt service coverage ratio or debt yield test is satisfied in connection with any
release of an escrow, reserve or letter of credit will not be considered lender discretion; and provided, however,
that, in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with
respect to the foregoing matters, or any other matter requiring consent of (i) the Directing Certificateholder prior to the occurrence
and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder
or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder, prior to the
occurrence and continuance of an AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders (or,
with respect to any Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion
Loan) (as a collective


 



    342


     


    

 


whole (taking into account the
subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case
may be, may take any such action without waiting for the Directing Certificateholder’s response or the AB Whole Loan
Controlling Holder’s response (or without waiting to consult with the Directing Certificateholder or the Operating
Advisor, as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be, provides
the Directing Certificateholder (or the Operating Advisor, if applicable) with prompt written notice following such action
including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor the Special Servicer is
required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter
requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination
Event; provided, however, that, after the occurrence and during the continuance of a Control Termination Event
but, with respect to the Directing Certificateholder only, prior to the occurrence of a Consultation Termination Event, the
Special Servicer shall consult with the Directing Certificateholder in connection with any Major Decision not relating to any
Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder prior to the
occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended by the
Directing Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing
Certificateholder within ten (10) Business Days (or if the Directing Certificateholder and the Special Servicer are
affiliates, five (5) Business Days) following its written request for input on any required consultation, the Special
Servicer shall not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however, that
the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with the
Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a
Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. Prior to an Operating Advisor Consultation Event
(whether or not a Control Termination Event is continuing) the Special Servicer shall provide each Major Decision Reporting
Package to the Operating Advisor promptly after the Special Servicer receives the Directing Certificateholder’s
approval or deemed approval of such Major Decision Reporting Package (each such approved (or deemed approved) Major Decision
Reporting Package, a “Final Major Decision Reporting Package”) and, after the occurrence and during the
continuance of an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the
Special Servicer will be required to provide each Major Decision Reporting Package to the Operating Advisor simultaneously
with the Special Servicer’s written request for the Operating Advisor’s input regarding the Major Decision
Reporting Package; provided, however, that with respect to any Non-Specially Serviced Loan no Major Decision
Reporting Package shall be required to be delivered (and the special servicer will use reasonable efforts not to deliver such
Major Decision Reporting Package) prior to the occurrence and continuance of an Operating Advisor Consultation Event. With
respect to any particular Major Decision and related Major Decision Reporting Package and any Asset Status Report, the
Special Servicer shall make available to the Operating Advisor a Servicing Officer with relevant knowledge regarding any
Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating
Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report. In addition, if
an Operating Advisor Consultation Event has occurred and is continuing, the Special Servicer shall also consult with the
Operating Advisor (in person or remotely via electronic, telephonic or other


 



    343


     


    

 


mutually agreeable communication) in connection
with any proposed Major Decision processed by the Special Servicer, and for which a Major Decision Reporting Package has been
delivered to the Operating Advisor, provided that such consultation is on a non-binding basis. In the event that the
Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the later of
(i) its written request for input on any required consultation (which request is required to include the related Major
Decision Reporting Package) and (ii) delivery of all such additional information reasonably requested by the Operating
Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the
Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to
respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating
Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether an Operating Advisor Consultation
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis,
in connection with the related transactions involving proposed Major Decisions that it is processing or for which its
consent is required and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes
a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan) unless the Master
Servicer and the Special Servicer mutually agree that the Master Servicer will process such request with respect to a Mortgage
Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent or deemed consent as set forth in this Section 6.08 and the
Directing Certificateholder’s consent or deemed consent as set forth in this Section 6.08.


 


Notwithstanding anything
herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder shall, pursuant
to the related Intercreditor Agreement, exercise any consent and consultation rights, and rights to provide direction to the Master
Servicer or Special Servicer, of the “Directing Certificateholder” with respect to such Mortgage Loan as provided for
in this Agreement until the Servicing Shift Securitization Date.


  


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the
Special Servicer and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor)
and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request
or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the Special Servicer
by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested by the Special
Servicer relating to such Major Decision, and, to the extent mutually agreed by the Master Servicer and the Special Servicer, any
reasonably requested analysis relating to such Major Decision. Notwithstanding the foregoing, if the Master Servicer and the Special
Servicer mutually agree in accordance with the Servicing


 



    344


     


    

 


Standard that the processing of such a Major Decision by the Master Servicer
would be more efficient by virtue of the fact that the Master Servicer is handling or is expected to handle other major decisions
(which may include Major Decisions in this transaction) or other borrower requests under comparable circumstances, then the Master
Servicer may process such Major Decision (including interfacing with the borrower and providing a written recommendation and analysis
to the Special Servicer) with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced Companion
Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent and the Directing Certificateholder’s consent (both of which will
be deemed given if no response is received within ten (10) Business Days (or if the Directing Certificateholder and the Special
Servicer are affiliates, five (5) Business Days) after the Special Servicer’s receipt of the Master Servicer written recommendation
and analysis).


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with
respect to the related Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder
may deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the
contrary, no such direction or objection contemplated by the first paragraph of this Section 6.08(a) or this paragraph,
may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor
Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a
Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation
of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the
Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as
applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner
which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is not in the best interests of
the Certificateholders.


  


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB
Whole Loan Controlling Holder, as applicable) or any advice from the Directing Certificateholder (or the AB Whole Loan Controlling
Holder, as applicable), would cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage
Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer,
as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder (or the AB Whole Loan
Controlling Holder, as applicable), the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance
with the direction of or approval of the Directing Certificateholder (or the AB Whole Loan Controlling Holder, as applicable) that
does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions of this


 



    345


     


    

 


Agreement,
will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


In addition, with respect
to any matter for which the consent of the Directing Certificateholder is required or for which the Directing Certificateholder
has the right to direct the Master Servicer or the Special Servicer, to the extent no specific time period for deemed consent is
expressly stated, in the event no response from the Directing Certificateholder is received within 10 Business Days following written
request for input and all reasonably requested information on any required consent or direction, the Directing Certificateholder
shall be deemed to have consented or approved on the specific matter; provided, however, that the failure of the
Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced
Whole Loan or any other Mortgage Loan.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


  


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships
and interests that conflict with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under
the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be


 



    346


     


    

 


liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)                
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the
occurrence and continuance of an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder shall
have no right to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence
and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the
Directing Certificateholder shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder
(other than with respect to any Non-Serviced Mortgage Loan and any Excluded Loan) in connection with any action to be taken or
refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event (and
at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan), the Directing Certificateholder shall have no
direction, consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices,
reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.


 


[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination. “Servicer Termination
Event,” wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be,
any one of the following events:


  


(i)                 
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection
Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)                
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the


 



    347


     


    

 


Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)               
any failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect
any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the
case of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by Article XI,
(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days
in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on which
written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master Servicer or the
Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as
the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan, if affected
by that failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, if such failure
is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such period
will be extended an additional thirty (30) days; provided, further, however, that such extended period will
not apply to the obligations regarding Exchange Act reporting; or


 


(iv)                any
breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a) and Section 6.01(b),
as applicable, which materially and adversely affects the interests of any Class of Certificateholders or Companion Holders
(excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of thirty (30) days
after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master
Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders
of Certificates evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the
servicing of a Serviced Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)                
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer
or the


 



    348


     


    

 


Special Servicer and such decree or order shall have remained in force undischarged, undismissed or unstayed for a period
of sixty (60) days; or


 


(vi)               
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)              
the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing; or


 


(viii)             
the Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list
within sixty (60) days; or


 


(ix)                
KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed
one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such
qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn within sixty (60) days
of such event) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master
Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or


 


(x)                 
the Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively,
by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


 


(b)                 If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of
this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in
each and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the
Depositor may, and at the written direction of ((i) prior to the occurrence and continuance of a Control Termination
Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder (solely with respect to the
Special Servicer) or the Holders of Certificates entitled to 25% of the Voting Rights, the Trustee shall, terminate (and the
Depositor may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five
Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by
notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the
rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this
Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder,
if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement


 



    349


     


    

 


through the date of such termination as provided for under this Agreement for services
rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise
provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether with
respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and
be vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under
this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it is terminated pursuant to
this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to
assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall
cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as
the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder,
including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash
amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account or any
Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or
thereafter be received with respect to the Mortgage Loans or any REO Property (provided, however, that the
Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or
pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of
Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the
directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the
benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 


(c)                 If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer
Termination Event under Section 7.01(a)(viii), Section 7.01(a)(ix) or (x), the Master Servicer
shall have a forty-five (45) day period after such notice in which to find a successor master servicer qualified to act
as Master Servicer hereunder in accordance with Section 6.03 and Section 7.02 and to which the Master
Servicer can sell its rights to service the Mortgage Loans under this Agreement. During such forty-five (45) day period
the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the Master Servicer is unable,
within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties of the Master
Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the


 



    350


     


    

 


Trustee to terminate the Special Servicer with respect to the related Serviced Whole Loan. Any
Special Servicer appointed to replace the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time be (without
the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was
terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this
paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other
Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02. Any
appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal
or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)                 Subject
to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with
respect to any Excluded Loan, the Directing Certificateholder, at any time prior to the occurrence and continuance of a
Control Termination Event, and subject to the right of the Operating Advisor to recommend the termination of the Special
Servicer and recommend a Qualified Replacement Special Servicer and the right of the Certificateholders to approve the
replacement of the Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section 7.01(d),
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations
of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special
Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be
effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d); provided
that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d)
shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the Special
Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan
pursuant to the terms of the related Intercreditor Agreement. Upon a termination of such Special Servicer, the Directing
Certificateholder (other than with respect to any Excluded Loan) shall appoint a successor special servicer; provided, however,
that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency
delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable
rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed
any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer by
the Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not
preclude the Directing Certificateholder from appointing


 



    351


     


    

 


a replacement special servicer, provided that such
replacement may not be the removed Special Servicer or its Affiliate.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction
Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates
requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment
by such Holders to the Certificate Administrator of the reasonable fees and out-of-pocket expenses (including any legal fees and
any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote
and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and
Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation
of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty (180)
days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written
direction of Holders of Certificates evidencing at least 50% of a Certificateholder Quorum of Certificates, the Trustee shall terminate
all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special servicer (which
must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include
on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced
AB Whole Loan for which it is not subject to an AB Control Appraisal Period.


 


An AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to
replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating
Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after
the date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of
the Special Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any
Serviced AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and
(C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate
Administrator to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance
with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any Serviced AB
Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such
replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement,
if a servicer


 



    352


     


    

 


termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the
related Non-Serviced Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the
related Non-Serviced Mortgage Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction
of the Directing Certificateholder)) shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced
Special Servicer solely with respect to the related Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer
with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A
replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event (or
similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided,
however, that any successor special servicer appointed to replace the special servicer with respect to such Non-Serviced
Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such
Non-Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.


 


If at any time the
Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not
performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and
(ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective
whole, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special
Servicer, a written report in the form of Exhibit W attached hereto (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such
form with the terms and provisions of this Agreement; provided, further, that in no event shall the information
or any other content included in such written recommendation contravene any provision of this Agreement) detailing the
reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending a
suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event, the
Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail
conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be
received within one hundred-eighty (180) days of the posting of such notice, and if not so received, such votes shall be
null and void ab initio. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing at
least a majority of a quorum of Certificateholders (which, for this purpose, is the Holders of Certificates that
(A) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts
to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and
(B) consist of at least three Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each
other) and (ii) receipt of Rating Agency Confirmation from each Rating Agency with respect to the termination of the
Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following
satisfaction of the foregoing clause (i), the Trustee shall (i) terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint such successor Special Servicer and (ii) promptly notify such
outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses
(including reasonable legal fees and expenses of outside counsel) associated with


 



    353


     


    

 


obtaining such Rating Agency Confirmations
and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer
shall be an additional expense of the Trust. In the event that the Certificate Administrator does not receive the
affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence, then the
Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement special
servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under
this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating
Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB Whole Loan
so long as the AB Whole Loan Controlling Holder is not subject to an AB Control Appraisal Period under the related
Intercreditor Agreement. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating
Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the
Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be
the removed Special Servicer or its Affiliate.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). The
reasonable fees and out-of-pocket expenses of any such termination made by the Directing Certificateholder without cause shall
be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)                
The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.
In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Sections 7.01(a)(viii),
7.01(a)(ix) and (x), and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii), Section 7.01(a)(ix) or (x),.


  


(f)               
  Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination
Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan
or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master
Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any
certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder
of such


 



    354


     


    

 


Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing
the related Serviced Whole Loan.


 


(g)              
 (i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special
Servicer Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded
Loan, the Directing Certificateholder, shall appoint (and may remove and replace with or without cause) an Excluded Special Servicer,
as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement.
After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special
Servicer Loan is also an Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded
Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable
Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide
ratings with respect to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by
such Excluded Special Servicer, is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer
delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Certificate
Administrator), the information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding
itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an
REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the
related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall
become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled
to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and
after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however,
that the related Excluded Special Servicer will not be required to resign if the Directing Certificateholder determines that such
Excluded Special Servicer may continue to serve as Special Servicer for the applicable Excluded Special Servicer Loan.


  


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans
that are not Excluded Special Servicer Loans during such time).


 






    355


     


    

 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that
a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable,
the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice
thereof to each of the other parties to this Agreement.


 


Section 7.02        Trustee
to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case may be,
either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of
termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been
appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such
party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or
by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its
capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or
provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto
and that arise thereafter placed on or for the benefit of the Master Servicer or Special Servicer, as applicable, by the
terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities
caused by the terminated party’s failure under Section 7.01 to provide information or moneys required
hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall
not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master
Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special
Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the
Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and
warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for
any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage
Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be.
Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to
the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which the Master Servicer would
have been entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other
benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the
Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer
would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity
of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care
and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special
servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee
may, if it shall be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if
it is unable to so act, or if the Trustee is not approved


 



    356


     


    

 


as a servicer by each Rating Agency,
or if, (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan, the Directing Certificateholder or the Holders of Certificates entitled to 25% of the Voting Rights so
request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise
herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or
any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior
to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan) by the
Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall
have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been
completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or
the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer
or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of
payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no such
compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in
excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the
Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated
with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement
shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or
Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor master
servicer or special servicer for such expenses within ninety (90) days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special
Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master
Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an
affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a
termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and
expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance
with


 



    357


     


    

 


this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master
Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant
to this paragraph.


 


Section 7.03       
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)                
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice
or lapse of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination
Event; provided, however, that a Servicer Termination Event under clause (i), (ii), (viii),
(ix) or (x) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes
and a Servicer Termination Event under clause (iii) of Section 7.01(a) relating to Exchange Act reporting may
be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, such Servicer Termination
Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and
expenses incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such
waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor
or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they
would if any other Person held such Certificates.


  


Section 7.05       
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances


 



    358


     


    

 


pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)              
  The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are
specifically required to be furnished to the Trustee or the Certificate Administrator pursuant to any provision of this
Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II,
any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website), shall examine them to determine whether they conform to the requirements
of this Agreement. If any such instrument is found not to conform to the requirements of this Agreement in a material manner,
the Trustee or the Certificate Administrator shall notify the party providing such instrument and requesting the correction
thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master Servicer
or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith,
pursuant to this Agreement.


 






    359


     


    

 


(c)                
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)               
  Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)               
 Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)               
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not
less than 25% of the percentage interest of each affected Class, or of the Voting Rights of the Certificates, relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising
any trust or power conferred upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage
of Voting Rights is required for such action).


 


(d)              
  The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


  


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)               
  The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon
any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 






    360


     


    

 


(ii)               
 The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)               
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)                Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 


(v)                 Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more
than 50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the
Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured
to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or
the Certificate Administrator, respectively, may require indemnity reasonably satisfactory to it from such requesting Holders
against such expense or liability as a condition to taking any such action. The reasonable expense of every such reasonable
examination shall be paid by the requesting Holders;


 


(vi)               
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys


 



    361


     


    

 


shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided, further,
that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person
that is a Prohibited Party;


 


(vii)               For
all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of any
Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon
the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the
Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act,
failure or breach which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)              Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the Special
Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset Representations
Reviewer or the Depositor;


 


(ix)                
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)                 
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)                 Except
as otherwise expressly set forth in this Agreement, Wells Fargo Bank, National Association acting in any particular capacity
hereunder will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association acting in a
capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association
acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or
all of the obligations performed in such capacities are performed by one or more employees within the same group or division
of Wells Fargo Bank, National Association or where the groups or divisions responsible for performing the obligations in such
capacities have one or more of the same Responsible Officers provided, however, the knowledge of the employees performing
special servicing functions shall not be imputed to employees performing master servicing functions and the knowledge of
employees performing master servicing functions shall not be imputed to employees performing special servicing functions;


 


(xii)               
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 






    362


     


    

 


(xiii)               Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


The Certificate Administrator
shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Certificate Administrator,
as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar,
17g-5 Information Provider and Authenticating Agent).


 


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections  2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent
set forth on any outstanding Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special
Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.
Neither the Trustee nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement
or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon)
or of any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the
use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds
deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer,
the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the
Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


  


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a)  As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will
be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest
at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate
Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan
basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate
Administrator shall


 



    363


     


    

 


pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator
Fee shall accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months.
The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust)
shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)                 The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator,
respectively, shall be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the
Collection Account or the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss,
liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor master servicer or successor
special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or
omission of the Trustee or the Certificate Administrator, respectively, relating to its enforcement of its indemnification
under this Agreement or relating to the exercise and performance of any of the powers, rights and duties of the Trustee or
the Certificate Administrator, respectively, hereunder; provided, however, that none of the Trustee or the
Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b)
for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the
Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively,
performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or
liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the
Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard
of such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or
the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of
this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the
Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall
also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar
and Authenticating Agent.


 


(c)                 
Each of the Certificate Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor
(and, with respect to Certificate


 



    364


     


    

 


Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
(and, with respect to the Certificate Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party claim
under the Securities Act, the Exchange Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate
Administrator, a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
information available to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement or (B) with respect to the Master Servicer and Special Servicer, severally and
not jointly (i) a breach by the Master Servicer or Special Servicer, as applicable, of any of its obligations to deliver information
to the 17g-5 Information Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08,
Section 3.09(e), Section 3.12, Section 3.17(c), Section 3.18(g), Section 11.09,
Section 11.10 and Section 11.11, or (ii) a breach by the Master Servicer or Special Servicer, as applicable,
of any of its obligations set forth in Sections 3.13(d), (g) and (i).


 


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “BBB+” by S&P and “A” by Fitch; provided
that the Trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it
maintains a long-term unsecured debt rating of no less than “A-” by Fitch, (b) its short-term debt obligations
have a short-term rating of not less than “F1” by Fitch and “A-2” by S&P, and (c) the Master Servicer
maintains a rating of at least “A+” by Fitch and (iv) an entity that is not a Prohibited Party.


  


If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office is located is in a state
or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed
under the REMIC Provisions) or a grantor trust,


 



    365


     


    

 


the Certificate Administrator or the Trustee, as applicable, shall elect either
to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax
at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable, from a state and
local jurisdiction that does not impose such a tax.


 


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’
prior written notice thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or certificate administrator acceptable to, prior to the occurrence and continuance of a Control Termination Event, the
Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or
Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered
to the Master Servicer, the Special Servicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable,
by the Depositor. In the event of a resignation pursuant to this Section 8.07(a), the resigning Trustee or Certificate
Administrator, as the case may be, must pay all costs and expenses associated with the transfer of its responsibilities. If no
successor trustee or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days
after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent
jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and any expenses associated
with such petition shall be an expense of the Trust.


 


(b)                 If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to
resign after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate
Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or
the Certificate Administrator or of its property shall be appointed, or any public officer shall take charge or control of
the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail (other than by reason
of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a
result of other circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable
control), to timely publish any report to be delivered, published or otherwise made available by the Certificate
Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five (5) days,
or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a


 



    366


     


    

 


successor trustee or
certificate administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be
delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in
the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the
Master Servicer, the Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator has accepted an appointment within ninety (90) days after the giving of notice of removal, the removed trustee
or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor
trustee or certificate administrator, as applicable, and such petition shall be an expense of the Trust. In the event of any
such termination with cause pursuant to this Section 8.07(b), the successor trustee or certificate administrator,
as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its
predecessor.


 


(c)                
The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior
written notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate
administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or
Certificate Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered
to the Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)                
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form
8-K filings have been completed with respect to any related Companion Loan.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


  


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 






    367


     


    

 


(e)               
 Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 or in blank, and
(ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned
to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then
subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a
Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of Benchmark 2018-B8 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-B8 or in blank; provided, however, that, notwithstanding anything
to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage
Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage
Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or
the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall
review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification.


 


(f)               
  Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08        Successor
Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the
Special Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor trustee or certificate administrator without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if
originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the
time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor
trustee), and the


 



    368


     


    

 


Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.


 


(b)                
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)               
  Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10        Appointment
of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the
same may at the time be located or for enforcement actions or where a conflict of interest exists, the Master Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the
Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request to do
so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to
make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the


 



    369


     


    

 


terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees
shall be payable out of the Trust Fund.


 


(b)                
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or
the Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)                
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)                
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact,
with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed,
all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor trustee.


 


(e)                 
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee
of its duties and responsibilities hereunder.


 


Section 8.11        Appointment
of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the
Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority,
shall have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be
imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the
Certificate Administrator. Upon termination or resignation of the Custodian, the Certificate Administrator may appoint
another Custodian meeting the foregoing requirements. The appointment of one or more Custodians by the Certificate
Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any
Custodian


 



    370


     


    

 


appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for
Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                  
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


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


 


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


 


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


 


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


  


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


 






    371


     


    

 


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


 


(viii)              To
its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to them
regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master
Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion Noteholders
or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated
or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity and/or contact
information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master
Servicer or Special Servicer, as applicable.


 


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)                 
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


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


 


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


 



    372


     


    

 


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


 


(iv)               
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically
and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at
law;


 


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


 


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


 


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


 


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


  


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate


 



    373


     


    

 


Administrator, the Special Servicer or the Master Servicer, as applicable.
Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation
as may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the
Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01        Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other
than (i) any obligations of the parties hereto unde this Article IX, (ii) the obligations of the Certificate Administrator to
provide for and make payments to Certificateholders as hereafter set forth and (iii) the indemnification rights and
obligations of the parties hereto), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and the Trustee, shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the
Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other liquidation of
the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the
Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the
Mortgage Loans (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion
of each REO Property, if any, included in the Trust Fund (such Appraisals in clause (a)(2) to be conducted by an
Independent MAI-designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights
of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling Class is the only
Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50% of
such Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable
out-of-pocket expenses of the Master Servicer with respect to such termination, unless the Master Servicer is the
purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO
property” under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the
related Mortgaged Property, as determined by the Non-Serviced Master Servicer in accordance with clause (2) above, minus
(b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance
with Sections  3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely
to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-


 



    374


     


    

 


2, Class A-3, Class A-4, Class A-5
Class A-SB, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the
voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R and Class S
Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately
succeeding paragraph; provided, however, that in no event shall the Trust created hereby continue beyond the
expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James’s, living on the date hereof. Upon termination of the Trust
pursuant to clause (i) of the immediately preceding sentence, the Custodian shall release or cause to be released to the
Servicer, at the address provided in Section 13.05 of this Agreement or to such other address designated by the Servicer in
writing, any Mortgage Files remaining in its possession.


 


Following the date
on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S,
Class B, Class C and Class D Certificates are retired (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then outstanding Certificates (other than the Class R and Class S
Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of
its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class R and
Class S Certificates) for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the
final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately
available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Certificate Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the
Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant to Section 3.05(a) or
that may be withdrawn from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such
amounts are not already on deposit in the Collection Account. In addition, the Master Servicer shall transfer all
amounts required to be transferred to the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution
Account on the Master Servicer Remittance Date related to such Distribution Date in which the final distribution on the
Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the
above-described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into
the related REO Account). Upon confirmation that such final deposits have been made and following the surrender of all its
Certificates (other than the Class R and Class S Certificates) on the applicable Distribution Date, the Custodian shall,
upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Sole Certificateholder
or any designee thereof, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements
and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02.
Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the
Lower-Tier REMIC


 



    375


     


    

 


for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus
accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The Holders of the
majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired
through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01
by giving written notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60)
days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class,
the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of
the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first
Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the
Preliminary Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event
that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the
Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer,
the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable, shall
deposit in the Lower-Tier REMIC Distribution Account not later than the Master Servicer Remittance Date relating to the
Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately available funds
equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other than the
Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account). In
addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account and the Excess
Interest Distribution Account all amounts required to be transferred thereto on such Master Servicer Remittance Date from the
Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special
Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates, as
applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the


 



    376


     


    

 


Holders of the Class R Certificates, as applicable, as shall be necessary to effectuate transfer of the
Mortgage Loans and REO Properties remaining in the Trust Fund.


 


For purposes of this
Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier
REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans
and each REO Property remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution
on or before the P&I Advance Determination Date in such month, in each case specifying (i) the Distribution Date upon
which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
designated.


 


After transferring
the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each
case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder
so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest of that portion
of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class
of Certificates so presented, (ii) any remaining amounts of Prepayment Premiums and Yield Maintenance Charges
distributable to the Holders of the Class X-A, Class X-B and Class X-D Certificates pursuant to Section 4.01(e),
(iii) to the Holders of the Class S Certificates so presented, any remaining amounts on deposit in the Excess Interest
Distribution Account, and (iv) any remaining amount shall be distributed to the Class R Certificates in respect of
the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC
Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed
in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(d), 4.01(e)
and 4.01(e). Any funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for
the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be
disposed of in accordance with this Section 9.01 and Section 4.01(h).


 






    377


     


    

 


Section 9.02       
Additional Termination Requirements. In the event the Master Servicer or the Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and
Lower-Tier REMIC shall be terminated in accordance with the following additional requirements, which meet the definition of
a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)                  
the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the
date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)                
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for
cash; and


 


(iii)               
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01    REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the
calendar year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC
election in respect of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated as a class of
“regular interests” and the Class UR Interest shall be designated as the sole class of “residual
interests” in the Upper-Tier REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each
Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR
Interest shall be designated as the sole class of “residual interests” in the Lower-Tier REMIC. None of the
Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the
meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 






    378


     


    

 


(b)                
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust
REMIC within the meaning of Section 860G(a)(9) of the Code.


 


(c)                 
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving
either such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’
or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the Class R Certificates agree that: the Certificate Administrator shall be designated as the “partnership representative”
(within the meaning of section 6223 of the Code) of each Trust REMIC. By their acceptance thereof, the Holders of the Class R
Certificates hereby agree to such appointment and designation.


 


(d)                
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax
Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign
(and the Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall
be borne by the Certificate Administrator without any right of reimbursement therefor.


 


(e)                 
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate
such information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any
Person who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
a Form 8811, within thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee
shall sign, the Form 8811.


 


(f)                  The
Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall
be necessary to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist
the Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the
Master Servicer nor the Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action
or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could
(i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust
REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code,
but not including the tax on “net income from foreclosure


 



    379


     


    

 


property”) (either such event, an “Adverse
REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party
seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that
taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no
event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not,
with respect to the Trust or any Trust REMIC created hereunder, cause the loss of such status or, unless the
Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition
of such a tax (not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail
to take any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing
that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.
The Certificate Administrator may consult with counsel to make such written advice, and the cost of same shall be borne by
the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the
Certificate Administrator or the Trustee. At all times as may be required by the Code, the Certificate Administrator will to
the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of
the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3) of the Code and
“permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(g)                 In
the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the
Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that
with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to
Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall
retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem
appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved
amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the
Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the
Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its
obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate,
into a separate non-interest bearing account, the net income from any “prohibited transaction” under
Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is
subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income
from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the
Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of
Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising
therefrom and then to the Holders of the


 



    380


     


    

 


Class R Certificates in respect of the Class LR Interest in the
manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the
Principal Balance Certificates in the manner specified in Section 4.01(a), to the extent they are fully
reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of
the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a
breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or
negligence by such party.


 


(h)              
  The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records
with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)                  
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets
to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense
of the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(j)                
  Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC
will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)              
   Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier
Principal Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)                   None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall
sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent
default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of
the Trust pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II
or Article III of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of
any investments in the Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that such
sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or
(b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has
determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject
to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 






    381


     


    

 


(m)               
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221
of the Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02      
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


(b)              
  The Certificate Administrator may execute any of its obligations and duties under this Article X either directly
or by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03      
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)              
  The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04       Appointment
of REMIC Administrators. (a)  The Certificate Administrator may appoint at the
Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of
the Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator,


 



    382


     


    

 


the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)                
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding
to the corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution
or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)                 
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and
shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon
acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or
liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01       Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of
this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that
includes a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the
Commission. The Depositor shall not exercise its rights to request delivery of information or other performance under these
provisions other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto
acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance
provided by the Commission or its staff, and agree to comply with requests made by the Depositor (or any Other Depositor or
Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery


 



    383


     


    

 


of information
under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such
interpretations require compliance and are not “grandfathered”). In connection with the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, and any Other Securitization subject to
Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the
Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other
Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the
Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable
(including any of its assignees or designees), any and all statements, reports, certifications, records and any other
information (in its possession or reasonably attainable) necessary in the reasonable good faith determination of the
Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply
with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special
Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate
Administrator, as applicable, and any Servicing Function Participant, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary
in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any
written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request,
provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing
requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise commercially
reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action
against such third party in connection with such obligation.


 


Section 11.02    
  Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer
and Special Servicer or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a
servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person
(i) into which the Master Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated, or
(ii) which may be appointed as a successor to the Master Servicer and Special Servicer or to any such Sub-Servicer,
the person removing and replacing the Master Servicer and Special Servicer shall provide to the Depositor, the Master
Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar days prior to the
effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports
under the Exchange Act are required to be filed under the Exchange Act); provided, however that if disclosing
such information prior to such effective date would violate any applicable law or confidentiality agreement, the Master
Servicer, the Special Servicer or any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor
no later than the first Business Day after the effective date of such succession or appointment.


 






    384


     


    

 


(b)                
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor
and (ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such
Subcontractor. As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant,
such Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and
any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related
Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement
to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such
Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain,
and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such
Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s
attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each
case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)                 Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the
performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether
such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any
such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer
determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within the meaning of
Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such
Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator
of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no
Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and
the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain all
information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event under
Item 6.02 of Form 8-K


 



    385


     


    

 


pursuant to the Exchange Act (if such reports under the Exchange Act are required to be
filed under the Exchange Act).


 


(d)                
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30)
calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable
law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)                 
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer
and/or any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to
Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause
such Sub-Servicer to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)                 
Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to
the extent the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in
the same time frame as set forth in this Section 11.02.


 


Section 11.03      
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing
thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval
(“EDGAR”) system) such Forms executed by the Depositor.


  


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)                
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it


 



    386


     


    

 


or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of
the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding
Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed
and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A,
Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely
preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K is contingent upon the parties observing all applicable deadlines in the performance of their duties under
Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11
and 11.16 of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15,
Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


Section 11.04      
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date
(subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure
in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting,
direction and approval.


  


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any


 



    387


     


    

 


Additional Form 10-D Disclosure, if applicable;
provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to
the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email
to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor
the Certificate Administrator shall have any duty under this Agreement to monitor or enforce the performance by the parties listed
on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional
Form 10-D Disclosure information. The Depositor shall be responsible for any reasonable expenses incurred by the Trustee
or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant
to this paragraph.


 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange
Act concerning all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified
Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent
Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central
Index Key” for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by
the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this
Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special
Servicer within the time period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution
Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale
Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding
Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage
Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this
paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing
via cts.sec.notifications@wellsfargo.com, no later than the 5th calendar day after the related Distribution Date with respect
to the filing of a report on Form 10-D if the answer to the questions should be “no.”  The
Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D


 



    388


     


    

 


filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer
or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the
aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D
and ABS-EE for each reporting period: Name: Kunal K. Singh, Telephone: (212) 834-5467. The Certificate Administrator may rely without
further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator
with a new individual’s name and phone number in writing.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period
in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset
Representations Reviewer.


 


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form
10-D relating to the reporting period in which such request was received a Special Notice regarding the request to communicate,
and such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the
Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement,
and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(b)                 After
preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the
Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related
Distribution Date or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately
preceding Business Day. Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business
Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in
writing (which may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE,
respectively, and, a duly authorized officer of the Depositor shall sign the Form 10-D and Form ABS-EE and return an
electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed hard copy to follow by
overnight mail) to the Certificate Administrator.


 



    389


     


    

 


Alternatively, if the Certificate Administrator agrees in its sole
discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting
the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a
resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each
Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such
Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(a),
the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to
the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed
Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a
final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at
the Depositor for any Form 10-D or Form ABS-EE can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number:
(917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383
Madison Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c)
related to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such
parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such
Form 10-D or such Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare,
arrange for execution or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own
negligence, bad faith or willful misconduct.


 


(c)                
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form
ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final
Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule
AL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent
the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate
Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or
accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC®


 



    390


     


    

 


Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently with the
related Form 10-D to the Depositor for review and approval. Any questions are to be directed to Midland Loan Services, a Division
of PNC Bank, National Association at the email address provided with the submission of such CREFC® Schedule AL File and Schedule
AL Additional File (or such other email address or phone number provided to the Certificate Administrator and Depositor by written
notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions
that the Depositor may pose to the Master Servicer regarding the data or information contained in any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule
AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule
AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master
Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s obligations hereunder, reasonably
cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File
promptly.


 


Section 11.05      
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust
(it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 2019, the Certificate Administrator
shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each
such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate
Administrator within the applicable time frames set forth in this Agreement:


 


(i)                 
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)                
(A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer,
the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other
Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Custodian or the Trustee, as described under Section 11.10; and


  





(B)        if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance
of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps
taken to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described
under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 






    391


     


    

 


(iii)          (A)  the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.11; and


 


(B)  if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included; and


 


(iv)          a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall,
except as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and
approval. Information delivered to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com
and also (ii) by email to form10K.compliance@cwt.com.


 


As set forth on Exhibit CC hereto,
no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in
2019, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator
and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has
actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional
Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of
their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the
Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph.


 






    392


     


    


 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be
“no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or
filing any such report.


 


(b)       After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Bianca Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial
Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number: (917) 464-6116, with a
copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 8th Floor,
New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and filing
of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant
engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties
under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file
such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on a timely
basis, any information from the parties to this Agreement (or any Servicing Function Participant engaged by any such parties) needed
to prepare,
arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)       Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to
this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special
Servicer, if known to the Certificate Administrator, the identity of the new party.


 




    393


     


    

 



Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the
form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as
the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to conduct an Asset Review or prepare or deliver an Asset Review Report) shall provide, and (i) with
respect to each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing
Function Participant use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with
respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans,
shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the
Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying
Person”), on or before March 1st of each year commencing in March 2019, a certification substantially in the form
attached hereto as Exhibits Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, each entity
for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely;
provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship
with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable,
that engaged such Servicing Function Participant shall not exclude information that would have been provided by such Servicing
Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization
(including an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact
information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written
request, shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either
the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification
(which shall address the matters contained in the applicable Performance Certification, but solely with respect to
the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual),
and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying
Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may
be included as part of such other certifications being delivered by such Reporting Servicer) 


 






    394


     


    

 


to enable the Certification Parties
to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual
report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer
is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this
Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing
or primary servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding
the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the
accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant
Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to
certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s
responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than
that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as
they have been left blank on their face.


 


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent
it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file
on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the
initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable
Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to the Depositor and
the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such
reporting, direction and approval.


 


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York
City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD
hereto shall be required to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing
Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format


 




    395


     


    

 



agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K Disclosure Information,
if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K Disclosure
Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information
on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later
than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after
having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no
later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate
Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. No later
than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor shall
sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
Promptly after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed
copy of each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Bianca
Russo, Managing Director and Secretary, J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New
York, New York 10004-2413, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines
in the performance of their duties under this Section 11.07. Neither the Trustee
nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect
to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results
from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties
to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as applicable,


 



    396


     


    

 




shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by
such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after
its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under the
related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to
be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator
has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice
to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th
of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto
that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice
to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI shall
recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to and (ii) with respect to each other Additional Servicer
that is also a Servicing Function Participant with which it has entered into a


 



    397


     


    

 



servicing relationship with respect to the Mortgage
Loans, cause such Additional Servicer to), on or before March 1st of each year commencing in March 2019, furnish to the Trustee,
the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available on its
Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information Provider’s
Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in
substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such
Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s
performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an
Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge,
based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure
known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the
Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect
to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy
of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such
Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the
Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the
Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the
Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary
servicing agreement. The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
apply to the Certifying Servicer and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting
as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such
Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer
shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding
calendar year.


 




    398


     


    

 



In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the
period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject to this
Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of
each year commencing in March 2019, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense,
shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer,
Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant,
use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect to each
other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans,
cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to the
Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form of
Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with the requirements
of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains
(A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for
the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05,
including, if there has been any material instance of noncompliance with the Relevant
Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered
public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II.
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the Reporting Servicer.


 




    399


     


    

 


Each such report shall
be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing
Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on
the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable,
consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery
of any such assessments until April 15th in any given year so long as it has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be
filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined
Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)      The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)      No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each
Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated
Exhibit GG, and each such notice (except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer,
the Special Servicer, the Trustee, the Certificate
Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, shall also at such
time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function Participant
engaged by it.


 



In the event the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special


 



    400


     


    

 






Servicer shall (i) with respect to an
Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is
terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time
that the Additional Servicer was subject to such other servicing agreement.


 


(d)      The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar year, and upon
such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of
such request.


 


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing
in March 2019, the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate
Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer
engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing
Function Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with
respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render
other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating
Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator (who will promptly post such report
on the Certificate Administrator’s Website pursuant to Section 3.13(b)) and the Depositor, the 17g-5 Information
Provider and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but
not earlier than the second Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating
Agencies, to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting
Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria
applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In the event that
an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to
express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3)
and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general
use and not contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure such 


 



    401


     


    

 


report from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance
with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and
notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer, the Custodian or the Certificate Administrator
in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines,


 



    402


     


    

 


forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful
misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
to identify a Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery of any Deficient Exchange
Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the
Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any
material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under
the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered
public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information
is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are
received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor
shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected
Reporting Party shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the
Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party
elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied,
withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the
Commission or its staff; provided, however, that if an Affected Reporting Party is a Servicing Function Participant
or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications
pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting Party shall be responsible
for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided
that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed
of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the
Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s
or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the
Depositor or any Other Depositor shall cooperate with 


 






    403


     


    

 


any Affected Reporting Party in order to authorize such Affected Reporting
Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments
from the Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.
The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one another with respect
to any requests made to the Commission or its staff for extension of time for submitting a response or compliance. All respective
reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal
fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth
above) and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the
applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case
may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator
and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect
to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing
or similar agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate
Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer
or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage
Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special
Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 





Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to
Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the
commercial






 




    404


     


    

 


mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s
Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities,
a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent
of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the reports
and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall
not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion
Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to J.P. Morgan Chase Commercial
Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal Singh, telecopy number: (212)
834-6029, telephone number: (212) 834-5491 and email: kunal.k.singh@jpmorgan.com, with a copy to Bianca Russo, Managing Director
and Associate General Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York,
New York 10004-2413, telecopy number: (917) 464-6116, telephone number: (212) 648-0946 and email: russo_bianca@jpmorgan.com.


 


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108
of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably
necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer understands that such information may be included in the offering material related to a Regulation AB
Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of


 






    405


     


    

 


this sub-section)
to indemnify and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for
any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements
or omissions or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement
or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information
pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations
under this Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to
any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to the extent the cost thereof
is paid by the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the information provided by the
Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering
materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information
provided by such party with respect to the offering materials related to this transaction, subject to any required changes due
to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in
compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator
the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially
similar to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent
to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause
to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by such party in
reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)      Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once
at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with
the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization
in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization
files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor, trustee, certificate
administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such
time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan


 




    406


     


    

 


Securitization such information
relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation
AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization
shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer
shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate
Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the
time periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan
Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or
the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(c) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)      On or before March 1st of each year commencing in March 2019 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of


 



    407


     


    

 


such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to
Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation AB.
Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement
(other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(d).


 


(e)      On or before March 1st of each year commencing in March 2019 during which a Regulation AB Companion Loan Securitization
is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the
provisions of this Section 11.15(e).


 


(f)       Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially
reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity
limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee),
depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 



    408


     


    

 









Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise
required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information,
reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business
Days prior to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 


(g)      With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes
such Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer is in receipt of the updated financial
statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar
year) from the Mortgagor, beginning with the first calendar quarter following receipt of such notice from the Other Depositor,
or the updated financial statements of such “significant obligor” for any calendar year from the related Mortgagor,
beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer or the Special
Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as calculated by the Master Servicer or the Special
Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs
less than twelve (12) Business Day prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
or Special Servicer, as applicable, does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item
1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the
date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer or Special
Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization that includes the related Companion
Loan (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor)
that it has not received such financial information.  The Master Servicer or Special Servicer, as applicable, shall use efforts
consistent with the Servicing


 


    409


     


    

 


Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor
under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer or
Special Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s
Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to
such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate
trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be
subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration
of the grace period applicable to such party’s obligations under Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the
Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof
prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided
for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing
to deliver any item required under this Article XI by the time required hereunder with respect to any reporting period for which the Trust (or any trust in a related Other Securitization)
is not required to file Exchange Act reports.


 


[End of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01   
Asset Review. (a)  On or prior to each Distribution Date, based on either the CREFC® Delinquent
Loan Status Report or the CREFC® Loan Periodic Update File, the Certificate Administrator shall determine if an
Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall
promptly provide notice to all Certificateholders and each other party to this Agreement. Any

 



    410


     


    

 


notice required to be delivered to
the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator by posting
such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses
appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in
the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period
in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to
occur: “As of the [Date of Distribution], the following mortgage loans identified below are 60 or more days delinquent and
an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”. On each Distribution Date occurring
after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master
Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan
has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence
of any of the clauses (1), (2) and/or (3), deliver written notice of such information (which may be via email)
substantially in the form attached hereto as Exhibit SS within two (2) Business Days to the Master Servicer, the Special
Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within
ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting
a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt
of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
and the Asset Representations Reviewer and conduct a solicitation of votes in accordance with Section 5.10 to authorize
an Asset Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority
of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”),
the Certificate Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters,
the Mortgage Loan Sellers, the Directing Certificateholder and the Certificateholders (the “Asset Review Notice”).
Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing
the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly grant the Asset
Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within
such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a
vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and
until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an
Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has received any
Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder
may make any additional Asset Review


 






    411


     


    

 


Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket
expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the
Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the
foregoing through an agent.


 


(b)      (i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) -
(5) for all Mortgage Loans), the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially
Serviced Loans) and the Special Servicer (with respect to the following clauses (6) and (7) for Specially Serviced
Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business
Days (except with respect to the following clause (7)) after receipt of such notice from the Certificate Administrator,
provide or make available, the following materials (in secure electronic format) to the Asset Representations Reviewer (collectively,
with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this
Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the
Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or
Breach with respect to any Delinquent Loan; and


 


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described below.


 


    412


     


    

 



(ii)         In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that the
Review Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the origination
of the related Mortgage Loan that are necessary to review and assess one or more documents comprising the Diligence File in connection
with its completion of any Test, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business
Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and the Master Servicer or the Special
Servicer, as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt of such notification from
the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in its possession;
provided that any such notification and/or request shall be in writing, specifically identifying the documents being requested
and sent to the notice address for the related party set forth in Section 13.05 of this Agreement. In the event any
missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within such 10-Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the
Special Servicer or the Master Servicer, as applicable, shall, and the Mortgage Loan Seller shall be required under the related
Mortgage Loan Purchase Agreement to, deliver such additional documents only to the extent such documents are in the possession
of such party.


 


(iii)       The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it
by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 


(iv)       Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to
the Secure Data Room with respect to a Delinquent
Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent
Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).
The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the
related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures
set forth on Exhibit QQ-A, QQ-B and QQ-C hereto (such procedure, a “Test”); provided,
however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials
described in Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset
Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further


 






    413


     


    

 



Asset Review
shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be
a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset
Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)        The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials
or (y) if applicable, Unsolicited Information.


 


(vi)       The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (y) conclusively rely on such Review Materials.


 


(vii)      The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty
(40) Business Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by
the Certificate Administrator; provided that the Asset Representations Reviewer shall not be required to prepare a preliminary
report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent
Loan. In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a
Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession
or by the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer
as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such
preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents
are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents
shall be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans), as applicable, and the related Mortgage Loan Seller. The Special Servicer, if applicable,
may review such preliminary report and determine whether any information contained in such preliminary report shall be labeled
as “Privileged Information” and thus be excluded from the Asset Review Report and Asset Review Report Summary. If
the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related
Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute
the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall
be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


 



    414


     


    

 



(viii)     The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room
is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration
of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a
report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to the PSA and the related Mortgage Loan Seller for each Delinquent Loan and (ii) a summary of the Asset Representations
Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the
Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered
may be extended by up to an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable
Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional
time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event
may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the
Special Servicer or Master Servicer, as applicable, pursuant to Section 2.03(f) of this Agreement.


 


(ix)        In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the
Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer
shall prepare the Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect
to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any
such documentation from any party to this Agreement.


 


(x)         Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine
whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the
Master Servicer or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special
Servicer, as applicable, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect
in accordance with Section 2.03(b).


 


(xi)        With respect to any Delinquent Loan, that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset
Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset
Representations Reviewer will request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage
Loan is being


 




    415


     


    

 


serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage
Loan is being serviced by a Non-Serviced Special Servicer).


 


(c)         The Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to
the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.
Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating
that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior
written consent of the Special Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations
Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review
that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not
disclose such documents or information except for purposes of complying with its duties and obligations hereunder.


 


In addition, with respect
to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(d)        The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor,
the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (2) have
been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the
Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations
Reviewer shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions
of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation
or arrangements or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under
the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.
The Asset Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for
indemnification of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 




    416


     


    

 


Section 12.02   
Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability. (a)  As
compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid a $5,000 setup fee and
shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect
of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00030% per annum (the “Asset Representations
Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including each Non-Serviced
Mortgage Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage
Loans.


 


(b)        Upon the completion of any Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be entitled
to a fee that is a reasonable and customary hourly fee charged by the Asset Representations Reviewer for similar consulting assignments
at the time of such review and any related costs and expenses; provided that the total payment to the Asset Representations
Reviewer shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review
Fee”). With respect to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap”
shall equal the sum of: (i) $9,500 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an Asset
Review (the “Subject Loans”), plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess
of one Mortgaged Property per Subject Loan, plus (iii) $1,000 per Mortgaged Property relating to a Subject Loan subject to a ground
lease, plus (iv) $1,000 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement
or hotel license agreement.


 


(c)        The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided that if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses
basis would exceed the Asset Representations Reviewer Cap, each Mortgage Loan Seller’s required payment shall be reduced
pro rata according to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is
equal to the Asset Representations Reviewer Cap; provided, however, that if the related Mortgage Loan Seller is insolvent,
such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer of
evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency to pay such
amount; provided, further, however, that notwithstanding any payment of such fee by the Trust to the Asset
Representations Reviewer, such fee shall remain an obligation of the related Mortgage Loan Seller and the Master Servicer or the
Special Servicer, as applicable, shall be required, to the extent consistent with the Servicing Standard, to pursue remedies against
such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage
Loan Seller or its insolvency estate.


 


(d)        Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by
a Mortgage Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the
Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(c).


 



    417


     


    

 



(e)        The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


(f)         The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale
or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser
or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession
that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement
that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to
be performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of
the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance
of such assignment and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will
be the successor asset representations reviewer hereunder.


 


Section 12.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and
be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each
Rating Agency. In addition, the asset representations reviewer will at all times be, and will be required to resign if it fails
to be an Eligible Asset Representations Reviewer by giving written notice to the other parties. Upon such notice of resignation,
the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.
No resignation
of the asset representations reviewer will be effective until a successor asset representations reviewer that is an Eligible Asset
Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations reviewer shall
have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation,
the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear
all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.


 



Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset


 



    418


     


    

 


Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer. (a)  An “Asset Representations Reviewer Termination
Event” means any one of the following events whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body:


 


(i)          any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


 


(ii)         any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard which failure
shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring
the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)        any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the
same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)        the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 







    419


     


    

 








(vi)       the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction
of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal
Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under
this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive all amounts
accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such
termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear
all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its termination due to
an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage
Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset
Representations Reviewer Termination Event of which it becomes aware.


 


(b)        Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering
such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer by
mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance with the notice distribution
procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates evidencing at least
75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior
to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be
entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In such event that holders of the Certificates evidencing at least 75% of a Certificateholder Quorum elect to remove the Asset
Representations Reviewer without cause


 






    420


     


    

 


and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)         On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the
Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing,
if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)        Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 



    421


     


    

 



[End of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Holders:


 


(i)        to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)       to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions
therein or to correct any error;


 


(iii)      to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification
of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the
Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of
any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Holder;


 


(v)       to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)      to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change;
provided that the required action shall


 







    422


     


    

 






not adversely affect in any material respect the interests of any Certificateholder
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the
Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion
Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)     to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by
an Opinion of Counsel;


 


(viii)    to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the
applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)       to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by
(x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating
Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any
such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to


 






    423


     


    

 


Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website;


 


(x)        to modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with
the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention Rule
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event
of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)       to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the
requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing, no such
amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of
any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and adversely
affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)       This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates
of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)        reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the related Certificateholder or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain
consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then-outstanding
or such Companion Holders, as applicable; or


 


(iii)      adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


    424


     


    

 



(v)       amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)       Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto
without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted
hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a
tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement
may be made that changes any provisions specifically required to be included in this Agreement by any Designated Intercreditor
Agreement without the consent of the related Companion Holder(s).


 


(d)       Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish a written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Underwriters and the Rating Agencies.


 


(e)       It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


(f)        The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)       The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of
any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate


 



    425


     


    

 



Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or (c) shall be payable out of the Collection Account.


 


(h)       The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect
to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)        To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection
with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)        Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be
entitled to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates,
so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially
and adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement
is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or
all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion
of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially
affects the interests of the Certificateholders.


 


(b)       For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by


 



    426


     


    

 


facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)       The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue
of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s
expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of them.


 


(b)       No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


(c)       Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described
under Section 2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to
institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor
Agreement, any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon
or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator
a written notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit,
action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 50% of the related Percentage Interests in such Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood
and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one
or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or
the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for


 






    427


     


    

 


herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided and
for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this
Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS
OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Depositor or Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices
to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been
duly given only when received), to:


 



    428


     


    

 



In the case of the Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com


 


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza, 21st Floor

New York, New York 10004-2413

Attention: Bianca A. Russo

Managing Director and Associate General Counsel

E-mail: US_CMBS_Notice@jpmorgan.com


 


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association,

10851 Mastin Street, Suite 700

Building 82, Suite 300





Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565





Email: NoticeAdmin@midlandls.com
(and solely with respect to notices 

under Section 3.13, with a copy to AskMidland@midlandls.com)


 


with a copy to:



Stinson Leonard Street LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In the case of the Special Servicer:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (Benchmark 2018-B8)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesBenchmark2018-B8@cwcapital.com



 






    429


     


    

 








with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


In the case of the Directing
Certificateholder:



Barings LLC

c/o Barings Real Estate Advisers

One Financial Plaza

Hartford, Connecticut 06103





Attention: Thomas Zitko, Managing
Director – Benchmark 2018-B8 CMBS Pool 


 


and



Barings Real Estate Advisers

One Financial Plaza

Hartford, Connecticut 061034

Attention: Legal Department – Benchmark 2018-B8 CMBS Pool


 


with copies to:



Barings Real Estate

2001 Pennsylvania Avenue, NW, Suite 325

Washington, DC 20006

Attention Doug Cooper – Benchmark 2018-B8 CMBS Pool

Email: doug.cooper@barings.com


 


Barings Real Estate Advisers

One Financial Plaza

Hartford, Connecticut 061034

Attention: William J. Jordan – Benchmark 2018-B8 CMBS Pool

Email: william.jordan@Barings.com


 






    430


     


    

 


In the case of the Certificate
Administrator and Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust



with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In the case of the surrender,
transfer or exchange for Certificates other than the Risk Retention Certificates during the Risk Retention Transfer Period, to
the Certificate Registrar:



Wells Fargo Center

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services (CMBS): Benchmark 2018-B8


 


In the case of a release, transfer
or surrender of the Risk Retention Certificates to the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2018-B8


 


with a copy to:



riskretentioncustody@wellsfargo.com


 


In the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: Benchmark 2018-B8



with a copy to:



Email: cmbscustody@wellsfargo.com


 






    431


     


    

 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)


 


with a copy to:



Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Email: jknight@bassberry.com


 


In the case of the Mortgage Loan
Sellers:


 


		(i)	JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com



 


with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, 21st Floor

New York, New York 10004-2413

Attention: Bianca A. Russo

Managing Director & Associate General Counsel

Email: US_CMBS_Notice@jpmorgan.com


 


		(ii)	German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine Kaplan



with a copy via email to:



lainie.kaye@db.com and cmbs.requests@db.com



 






    432


     


    

 


with a copy to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: General Counsel

Facsimile no.: (646) 736-5721


 


		(iv)	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

Email: leah.nivison@gs.com



 


with a copy to:



Goldman Sachs Mortgage Company

6011 Connection Drive

Suite 550

Irving, Texas 75039

Attention: Joe Osborne

Email: joe.osborne@gs.com


 


with a copy to:



gs-refgsecuritization@gs.com


 


		(iii)	Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax Number: (646) 328-2943



 


with a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 






    433


     


    

 


with a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1
Notice, cmbs.notice@citi.com


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)           Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall
deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the
address listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: cmbssurveillance@kbra.com


 






    434


     


    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Backed Securities Surveillance

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in, to and under the Conveyed Property pursuant to this Agreement shall constitute a sale and not a pledge of security
for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights
and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends
and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first
priority security interest in the Depositor’s entire right, title and interest in, to and under, whether now owned or existing
or hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute
a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing
Statements in all appropriate locations promptly following the initial issuance of the Certificates to reflect the assignments
made by the Mortgage Loan Sellers to the Depositor (and the Trustee) and by the Depositor to the Trustee (copies of which shall
be delivered no later than ten (10) days following the Closing Date), and the Certificate Administrator shall, at the expense of
the Depositor (to the extent reasonable) but in no event at the expense of the Trust, prepare and file continuation statements
with respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC
Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation
and filing of such continuation statements. This Section 13.07 shall constitute notice to the Trustee pursuant to any
of the requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders, subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents),
each Companion Holder (and its respective agents), each Underwriter, each depositor of


 






    435


     


    

 


a
Regulation AB Companion Loan Securitization and the Initial Purchasers is an intended third-party beneficiary to this Agreement
in respect of the respective rights afforded it hereunder. No other person, including, without limitation, any Mortgagor, shall
be entitled to any benefit or equitable right, remedy or claim under this Agreement


 


(b)           Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)           Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and
any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement
in respect to its rights as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)           Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities
to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)            any material change or amendment to this Agreement;


 


(ii)           the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)          the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer
or the Special Servicer; and


 


(iv)          the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


 






    436


     


    

 


(b)           The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)            the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)           any change in the location of the Collection Account;


 


(iii)          any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)          any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)           any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)          any material damage to any Mortgaged Property;


 


(vii)         any assumption with respect to a Mortgage Loan; and


 


(viii)        any release or substitution of any Mortgaged Property.


 


(c)           The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)           The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as
any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special
Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a
party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice
or document for posting to the 17g-5 Information Provider’s Website, the 17g-5


 






    437


     


    

 


Information
Provider shall notify the Master Servicer or Special Servicer when such information, report, notice or document has been posted.
The Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice
or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided
to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Section 13.11   
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan
Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services,
a Division of PNC Bank, National Association.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 









    438


     


    



 



IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 







	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/ Dwayne McNicholas
	 	 	Name:  Dwayne McNicholas
	 	 	Title:    Vice President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title:   Senior Vice President
	 	 	 
	 	CWCAPITAL ASSET MANAGEMENT LLC, Special Servicer
	 	 	 
	 	By:	/s/ Brian Hanson
	 	 	Name: Brian Hanson
	 	 	Title:   Managing Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President



 





BENCHMARK 2018-B8: POOLING AND SERVICING AGREEMENT







 






     


     


    

 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, Operating Advisor
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title:    Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC, Asset Representations Reviewer
	 	 	 
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title:    Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC



 


BENCHMARK
2018-B8: POOLING AND SERVICING AGREEMENT


 






     


     


    

 





	STATE OF NEW YORK	)	 
	 	)	ss.: 
	COUNTY OF NEW YORK	)	 


 


On
the 18th day of December, 2018, before me, a notary public in and for said State, personally appeared Dwayne
McNicholas known to me to be a V.P. of J.P. Morgan Chase Commercial Mortgage Securities Corp., that
executed the within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged
to me that such corporation executed the within instrument.


 


IN WITNESS WHEREOF,
I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ SherryAnn D Ferary
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         

        03-05-2022
	SHERRYANN D FERARY

Notary Public, State of New York

Qualified in Queens County

No. 1FEB140014

My Commission Expires 03-05-2022


 


BENCHMARK
2018-B8: POOLING AND SERVICING AGREEMENT


 



     


     


    




 


	STATE OF KANSAS	)	 
	 	)	ss.: 
	COUNTY OF JOHNSON	)	 


 


On the 14th day of December,
2018, before me, a notary public in and for said State, personally appeared David A. Eckels known to me to be a Senior Vice President
of Midland Loan Services, a Division of PNC Bank, National Association, and also known to me to be the person who executed it on
behalf of such national banking association, and acknowledged to me that such national banking association executed the within
instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Brent Kinder
	 	Notary Public


 


	 	BRENT KINDER

    NOTARY PUBLIC - State of Kansas

    My Appt. Exp. January 30, 2022


 


BENCHMARK
2018-B8: POOLING AND SERVICING AGREEMENT


 






     


     


    

 


	STATE OF MARYLAND	)	 
	 	)  	ss.:
	COUNTY OF MONTGOMERY	)	 


 


On the 13th day
of December, 2018, before me, a notary public in and for said State, personally appeared Brian Hanson known to me to be a Managing
Director of CWCapital Asset Management LLC, that executed the within instrument, and also known to me to be the person who executed
it on behalf of such limited liability company, and acknowledged to me that such limited liability company executed the within
instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Deanna L Dawson
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         
	 
	 	 
	DEANNA L DAWSON

Notary Public-Maryland

Prince George’s County

My Commission Expires

October 10, 2021	 


 


BENCHMARK
2018-B8: POOLING AND SERVICING AGREEMENT


 




     


     


    

 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On the 13th day
of December, 2018, before me, a notary public in and for said State, personally appeared Amy Mofsenson known to me to be a Vice
President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such entity, and acknowledged to me that such individual executed the within instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Janet M. Jolley
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         
	 
	 	 
	JANET M. JOLLEY

Notary Public, State of New York 

No. 01JO6121000 

Qualified in Kings County

Commission Expires Jan. 3, 2021	 



 


BENCHMARK
2018-B8: POOLING AND SERVICING AGREEMENT


 




     


     


    

 


	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


 


On the 13th day
of December, 2018, before me, a notary public in and for said State, personally appeared Amy Mofsenson known to me to be a Vice
President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to be the person
who executed it on behalf of such entity, and acknowledged to me that such individual executed the within instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Janet M. Jolley
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         
	 
	 	 
	JANET M. JOLLEY

Notary Public, State of New York 

No. 01JO6121000 

Qualified in Kings County

Commission Expires Jan. 3, 2021	 



 


BENCHMARK
2018-B8: POOLING AND SERVICING AGREEMENT


 




     


     


    




 


	STATE OF CONNECTICUT	)	 
	 	)	ss.:
	COUNTY OF FAIRFIELD	)	 
	 	 	 


On the 27th day of December
2018, before me, a notary public in and for said State, personally appeared James Callahan known to me to be the Executive Director
of Pentalpha Surveillance LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf
of such limited liability company, and acknowledged to me that such limited liability company executed the within instrument.


 


IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	/s/ Melonie S. Williams
	 	Notary Public


 


	
        [SEAL]

         

        My commission expires: 7/31/2019

         
	 
	 	 
	MELONIE S. WILLIAMS

Notary Public

Connecticut

My Commission Expires July 31, 2019	 



 


BENCHMARK 2018-B8: POOLING AND SERVICING AGREEMENT


 




     


     


    

 







EXHIBIT
A-1


 


FORM OF CLASS A-1 CERTIFICATE


 


CLASS A-1


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



1    Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2    Book-Entry
Certificate legend.



  






    A-1-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-1-2


     


    

 





	
        PASS-THROUGH RATE: 3.3145%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER 27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $9,994,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UAS9

         

        ISIN NO.: US08162UAS96

         

        COMMON CODE NO.: 190256324

         

        CERTIFICATE NO.: A-1-[1]

         






 






    A-1-3


     


    

 


CLASS A-1
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-1-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-1-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of


 






    A-1-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-1-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 






    A-1-8


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-1-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:







    A-1-10


     


    

  





 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-1-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-1-12


     


    

  





EXHIBIT
A-2


 


FORM OF CLASS A-2 CERTIFICATE


 


CLASS A-2


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



1    Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2    Book-Entry
Certificate legend.



  






    A-2-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-2-2


     


    




 





	
        PASS-THROUGH RATE: 4.1485%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER 27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $102,721,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UAT7

         

        ISIN NO.: US08162UAT79 

         

        COMMON CODE NO.: 190255514

         

        CERTIFICATE NO.: A-2-[1]

         






 






    A-2-3


     


    

 


CLASS A-2
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-2-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-2-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-2-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-2-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 






    A-2-8


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-2-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-2-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-2-11


     


    

 


 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



  



    A-2-12


     


    



  






EXHIBIT
A-3


 


FORM OF CLASS A-3 CERTIFICATE 


 


CLASS A-3


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 


 






 


1
                                                Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.



 






    A-3-1 


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 









    A-3-2 


     


    

 


 


	
        PASS-THROUGH RATE: 3.9823%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER
        1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $4,487,000

         
	
        MASTER SERVICER:   MIDLAND
        LOAN SERVICES, 

A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:    CWCAPITAL
        ASSET 

MANAGEMENT LLC

         

        TRUSTEE:  WELLS FARGO BANK, NATIONAL
        

ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
         WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA 

SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        

PENTALPHA SURVEILLANCE

 LLC

         

        CUSIP NO.: 08162UAU4

         

        ISIN NO.: US08162UAU43

         

        COMMON CODE NO.: 190255263

         

        CERTIFICATE NO.: A-3-[1] 



 






    A-3-3 


     


    

 





CLASS A-3
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-3-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-3-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-3-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 



    A-3-7 


     


    

 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 



    A-3-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-9 


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-3-10 


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-3-11 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-3-12 


     


    










 


EXHIBIT
A-4


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 


 






 


1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 




    A-4-1 


     


    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 









    A-4-2 


     


    




 


	
        PASS-THROUGH RATE: 3.9628%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING 

AGREEMENT: AS OF DECEMBER
        1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE 

POOLING AND SERVICING AGREEMENT
        (AS 

DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $115,000,000

         
	
        MASTER SERVICER:     MIDLAND
        LOAN SERVICES, 

A DIVISION OF PNC BANK, 

NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:      CWCAPITAL
        ASSET 

MANAGEMENT LLC

         

        TRUSTEE:   WELLS FARGO BANK, NATIONAL
        

ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO 

BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:   PENTALPHA

 SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        

PENTALPHA SURVEILLANCE

 LLC

         

        CUSIP NO.: 08162UAV2

         

        ISIN NO.: US08162UAV26

         

        COMMON CODE NO.: 190256294

         

        CERTIFICATE NO.: A-4-[1] 



 






    A-4-3 


     


    

 





CLASS A-4
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-4-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-4-5 


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-4-6 


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 



    A-4-7 


     


    

 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 



    A-4-8 


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-4-9 


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-4-10 


     


    

 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	A-4-11	 



     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-4-12 


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-4-13 


     


    




 


EXHIBIT
A-5


 


FORM OF CLASS A-5 CERTIFICATE


 


CLASS A-5


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 


1    Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
   Book-Entry Certificate legend.



  






    A-5-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-5-2


     


    




 





	
        PASS-THROUGH RATE: 4.2317%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER
        1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-5 CERTIFICATES

        AS OF THE CLOSING DATE: $478,261,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UAW0

         

        ISIN NO.: US08162UAW09

         

        COMMON CODE NO.: 190255492

         

        CERTIFICATE NO.: A-5-[1]

        






 






    A-5-3


     


    

 


CLASS A-5
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-5-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-5-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(vi)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(vii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(viii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(ix)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(x)        to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-5-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(xi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(xii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(xiii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(xiv)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(xv)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-5-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xvi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(xvii)     reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(xviii)    reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(xix)      adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(xx)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(xxi)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and





 



    A-5-8


     


    




 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-5-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-5-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-5-11


     


    

 


 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-5-12


     


    

  





EXHIBIT
A-6


 


FORM OF CLASS A-SB CERTIFICATE


 


CLASS A-SB


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-SB


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY


 





 



 


1
                                             Legend required as
                                         long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2     Book-Entry
Certificate legend.



 






    A-6-1


     


    

 


REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-6-2


     


    

 





	
        PASS-THROUGH RATE: 4.1282%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $23,849,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UAX8

         

        ISIN NO.: US08162UAX81

         

        COMMON CODE NO.: 190255247

         

        CERTIFICATE NO.: A-SB-[1]

        






 






    A-6-3


     


    

 


CLASS
A-SB CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-6-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-6-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-6-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-6-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 






    A-6-8


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-6-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-6-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 






    A-6-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-6-12


     


    

 




EXHIBIT
A-7


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4,
CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


 





 



1      Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Book-Entry Certificate legend.



 






    A-7-1


     


    









 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 






    A-7-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $836,591,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UAY6

         

        ISIN NO.: US08162UAY64

         

        COMMON CODE NO.: 190256260

         

        CERTIFICATE NO.: X-A-[1]

        






 






    A-7-3


     


    

 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-7-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-7-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-7-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-7-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 


 



    A-7-8


     


    




 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-7-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-7-10


     


    





  





ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-7-11


     


    







 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



  



    A-7-12


     


    







  





EXHIBIT
A-8


 


FORM OF CLASS X-B CERTIFICATE


 


CLASS X-B


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS X-B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-B CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. 


 





 



 


1
   Legend required as long as DTC is the Depository under the Pooling
and Servicing Agreement.


 


2
   Book-Entry Certificate legend.



  






    A-8-1


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


 






    A-8-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
        AS OF THE CLOSING DATE: $51,140,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UAZ3

         

        ISIN NO.: US08162UAZ30

         

        COMMON CODE NO.: 190255476

         

        CERTIFICATE NO.: X-B-[1]

        






 






    A-8-3


     


    

 


CLASS X-B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-8-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-8-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-8-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)     to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


  



    A-8-7


     


    




 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 






    A-8-8


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-8-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-8-10


     


    

  


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.




 






    A-8-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12


     


    

 









EXHIBIT A-9


 


FORM OF CLASS X-D CERTIFICATE


 


CLASS X-D


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


 






 


1
                                                Temporary
                                         Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.



 






    A-9-1


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CLASS X-D CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE
REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 









    A-9-2


     


    

  


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES
        AS OF THE CLOSING DATE: $23,000,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAA8

        ISIN NO.: US08162UAA88

        COMMON CODE: 190255310]4

        

        [CUSIP NO.: U0737VAA6

        ISIN NO.: USU0737VAA62

        COMMON CODE NO.: 190256367]5

         

        [CUSIP NO.: 08162UAB6

        ISIN NO.: US08162UAB61]6

        

        

         

        CERTIFICATE NO.: X-D-[1] 



 





 



4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 






    A-9-3


     


    

 





CLASS X-D
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-9-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class
as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling
and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-9-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)      
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-9-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 



    A-9-7


     


    

 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)      
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 



    A-9-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 


 






    A-9-9


     


    



 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS  X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-9-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-9-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-9-12


     


    

 


 EXHIBIT
A-10


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 


 






1
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.





 






    A-10-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B AND CLASS X-D CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. 





 



    A-10-2


     


    




 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $102,279,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UBA7

         

        ISIN NO.: US08162UBA79

         

        COMMON CODE NO.: 190255204

         

        CERTIFICATE NO.: A-S-[1] 



 



    A-10-3


     


    




 





CLASS A-S
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-10-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 



    A-10-5


     


    

 


by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 



    A-10-6


     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 



    A-10-7


     


    

 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 



    A-10-8


     


    

 


Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 





 






    A-10-9


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-10-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-10-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-10-12


     


    


 


EXHIBIT
A-11


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 


1       Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2       Book-Entry
Certificate legend.



 


 






    A-11-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, AND CLASS A-S CERTIFICATES AS AND
TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-11-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES

        AS OF THE CLOSING DATE: $51,140,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UBB5

         

        ISIN NO.: US08162UBB52

         

        COMMON CODE NO.: 190256235

         

        CERTIFICATE NO.: B-[1]

        






 






    A-11-3


     


    

 


CLASS B
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-11-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-11-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)      to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)     to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of


 






    A-11-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-11-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 






    A-11-8


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-11-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-11-10


     


    

   







ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-11-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 






    A-11-12


     


    

  





EXHIBIT
A-12


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 


1      Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
     Book-Entry Certificate legend.



 






    A-12-1


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S AND CLASS B CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-12-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES

        AS OF THE CLOSING DATE: $41,961,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08162UBC3

         

        ISIN NO.: US08162UBC36

         

        COMMON CODE NO.: 190255450

         

        CERTIFICATE NO.: C-[1]

        






 






    A-12-3


     


    

 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-12-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-12-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-12-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-12-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)        reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)       reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)      adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)       amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 






    A-12-8


     


    

 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


  






    A-12-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-12-10


     


    

  


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-12-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 






    A-12-12


     


    










 





EXHIBIT
A-13


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 


1      Temporary
Regulation S Book-Entry Certificate legend.


 


2       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3      Book-Entry
Certificate legend.



  






    A-13-1


     


    

 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B AND CLASS
C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-13-2


     


    

 





	
        PASS-THROUGH RATE: 3.0000%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS D CERTIFICATES

        AS OF THE CLOSING DATE: $23,000,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAC4

        ISIN NO.: US08162UAC45

        COMMON CODE NO.: 190255557]4

        

        [CUSIP NO.: U0737VAB4

        ISIN NO.: USU0737VAB46

        COMMON CODE NO.: 190255280]5

         

        [CUSIP NO.: 08162UAD2

        ISIN NO.: US08162UAD28]6

        

        

         

        CERTIFICATE NO.: D-[1]

        






 





 



 


4 For
Certificate sold in reliance on Rule 144A only.


 


5 For
Regulation S Global Certificate only.


 


6 For
IAI Definitive Certificate only.






 






    A-13-3


     


    

 


CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-13-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed


 






    A-13-5


     


    

 


by,
or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon
one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-13-6


     


    

 


the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused
by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-13-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and


 


 



    A-13-8


     


    




 


Servicing
Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement
by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-13-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-13-10


     


    




 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.






 






    A-13-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.







 






    A-13-12


     


    

 











EXHIBIT
A-14


 


FORM OF CLASS E-RR CERTIFICATE


 


CLASS E-RR


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS E-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.  


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,


 





 



 





1     Temporary
Regulation S Book-Entry Certificate legend.


 


2   Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3   Book-Entry
Certificate legend.



  






    A-14-1


     


    

 


THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C AND
CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-14-2


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS E-RR CERTIFICATES

        AS OF THE CLOSING DATE: $22,894,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAE0

ISIN NO.: US08162UAE01]4



[CUSIP NO.: U0737VAC2

ISIN NO.: USU0737VAC29]5



[CUSIP NO.: 08162UAF7

ISIN NO.: US08162UAF75]6

         

        CERTIFICATE NO.: E-RR-[1]

        






 





 



 


1
For Certificate sold in reliance on Rule 144A only.


2
 For Regulation S Global Certificate only.


3
 For IAI Definitive Certificate only.





 






    A-14-3


     


    

 


CLASS
E-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY] is the registered owner of the interest evidenced by this Certificate in the Class E-RR Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class E-RR Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin 


 






    A-14-4


     


    

 


or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class E-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-14-5


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class E-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-14-6


     


    

 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-14-7


     


    

 


applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel; or


 


(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify


 






    A-14-8


     


    

 


as
a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated
Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-14-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS E-RR  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-14-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-14-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-14-12


     


    

  





EXHIBIT
A-15


 


FORM OF CLASS F-RR CERTIFICATE


 


CLASS F-RR


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS F-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.  


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,


 





 



 


1
                                             Temporary
                                         Regulation S Book-Entry Certificate legend.


 


2    Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
   Book-Entry Certificate legend.



  






    A-15-1


     


    

 


THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 






    A-15-2


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS
D AND CLASS E-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-15-3


     


    

 





	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F-RR CERTIFICATES

        AS OF THE CLOSING DATE: $22,292,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAG5

        ISIN NO.: US08162UAG58]4

        

        [CUSIP NO.: U0737VAD0

        ISIN NO.: USU0737VAD02]5

        

        [CUSIP NO.: 08162UAH3

        ISIN NO.: US08162UAH32]6

         

        CERTIFICATE NO.: F-RR-[1]

         






 





 






 


4
For Certificate sold in reliance on Rule 144A only.


 


5 For Regulation
S Global Certificate only.


 


6 For IAI
Definitive Certificate only.






 






    A-15-4


     


    

 


CLASS
F-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY] is the registered owner of the interest evidenced by this Certificate in the Class F-RR Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class F-RR Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 






    A-15-5


     


    

 


or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class F-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-15-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class F-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)       to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-15-7


     


    

 


(v)      to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)     to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)   to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-15-8


     


    

 


applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by
an Opinion of Counsel; or


 


(xi)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)       reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)      reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)     adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)     change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify


 






    A-15-9


     


    

 


as
a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may
be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated
Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 









    A-15-10


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS F-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 






    A-15-11


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.



 






    A-15-12


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-15-13


     


    

 








EXHIBIT
A-16


 


FORM OF CLASS G-RR CERTIFICATE


 


CLASS G-RR


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS G-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.  


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,


 


 






1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.



 



    A-16-1


     


    

 



THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


 






    A-16-2


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C,
CLASS D, CLASS E-RR AND CLASS F-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN. 


 









    A-16-3


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G-RR CERTIFICATES

        AS OF THE CLOSING DATE: $10,490,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAJ9

ISIN NO.: US08162UAJ97]4



[CUSIP NO.: U0737VAE8

ISIN NO.: USU0737VAE84]5



[CUSIP NO.: 08162UAK6

ISIN NO.: US08162UAK60]6

         

        CERTIFICATE NO.: G-RR-[1] 



 


 






4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 






    A-16-4


     


    

 





CLASS
G-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY] is the registered owner of the interest evidenced by this Certificate in the Class G-RR Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class G-RR Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 



    A-16-5


     


    

 


or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class G-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-16-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class G-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-16-7


     


    

 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)     
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to
comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule or any other regulations



    A-16-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify


 



    A-16-9


     


    

 


as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-16-10


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS  G-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-16-11


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-16-12


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-16-13


     


    




 





EXHIBIT
A-17


 


FORM OF CLASS NR-RR CERTIFICATE


 


CLASS NR-RR


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS NR-RR


 


THIS CERTIFICATE IS PART OF THE ELIGIBLE
HORIZONTAL RESIDUAL INTEREST FOR THE RELATED SECURITIZATION AND IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING
PURSUANT TO THE CREDIT RISK RETENTION RULES.  


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,


 


 






1
       Temporary Regulation S Book-Entry Certificate
legend.


 


2
       Legend required as long as DTC is the Depository
under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.



 



    A-17-1


     


    

 



THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN
THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION
OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO
SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE CODE.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 



    A-17-2


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-4, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS A-S, CLASS B, CLASS C, CLASS
D, CLASS E-RR, CLASS F-RR AND CLASS G-RR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 






    A-17-3


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS NR-RR CERTIFICATES

        AS OF THE CLOSING DATE: $40,649,462

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAL4

        ISIN NO.: US08162UAL44]4

        

        [CUSIP NO.: U0737VAF5

        ISIN NO.: USU0737VAF59]5

        

        [CUSIP NO.: 08162UAM2

        ISIN NO.: US08162UAM27]6

         

        CERTIFICATE NO.: NR-RR-[1] 



 


 






4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 






    A-17-4


     


    

 





CLASS
NR-RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY] is the registered owner of the interest evidenced by this Certificate in the Class NR-RR Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class NR-RR Certificates. The Certificates are designated as the Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 



    A-17-5


     


    

 


or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class NR-RR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-17-6


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class NR-RR Certificates will be issued in fully registered, certificated form in minimum
denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-17-7


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-17-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify


 



    A-17-9


     


    

 


as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK. 





 






    A-17-10


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS NR-RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-17-11


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-17-12


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-17-13


     


    




 





EXHIBIT
A-18


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS R


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    A-18-1


     


    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.


 









    A-18-2


     


    




 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER
        27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        CLASS R PERCENTAGE INTEREST: 100%

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAQ3

        ISIN NO.: US08162UAQ31]1

        

        [CUSIP NO.: U0737VAH1

        ISIN NO.: USU0737VAH16]2

        

        [CUSIP NO.: 08162UAR1

        ISIN NO.: US08162UAR14]3

         

        CERTIFICATE NO.: R-[1] 



 


 









1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3 For
IAI Definitive Certificate only.


 



    A-18-3


     


    

 






CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.
The Certificate Administrator will be designated as the “partnership representative” of each Trust REMIC (within the
meaning of Section 6223 of the Internal Revenue Code).


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or


 



    A-18-4


     


    

 


currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either


 



    A-18-5


     


    

 


(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the
Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class
R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to
the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee,
in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee
is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and
that it agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling and Servicing Agreement; (C) notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual
knowledge or reason to believe that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person
or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree
(1) not to transfer its Ownership Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit
and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter
substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”)
certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements
in such Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 






    A-18-6


     


    

 





(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code, as
evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any
class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will
not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any


 



    A-18-7


     


    

 


material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






    A-18-8


     


    

 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor under the relevant provisions of the Code. Furthermore, no
amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in
the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-18-9


     


    

 




 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS  R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-18-10


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-18-11


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-18-12


     


    

 





EXHIBIT
A-19


 


FORM OF CLASS S CERTIFICATE


 


CLASS S


 


BENCHMARK
2018-B8 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2018-B8, CLASS S


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE UNDERWRITERS, THE INITIAL PURCHASERS,
THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED
beneficial INTEREST IN A PORTION OF A GRANTOR TRUST THAT HOLDS THE excess interest and
RELATED AMOUNTS IN THE excess interest distribution account.


 






    A-19-1


     


    

 


	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2018

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER 27, 2018

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2019

         

        CLASS S PERCENTAGE INTEREST: 100%

         
	 	
        MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK,
        NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUSTEE: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08162UAN0

        ISIN NO.: US08162UAN00]1

        

        [CUSIP NO.: U0737VAG3

        ISIN NO.: USU0737VAG33]2

        

        [CUSIP NO.: 08162UAP5

        ISIN NO.: US08162UAP57]3

         

        CERTIFICATE NO.: S-[1]  






 


 



1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.


 






    A-19-2


     


    

 



CLASS
S CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [MASSACHUSETTS MUTUAL
LIFE INSURANCE COMPANY] is the registered owner of the interest evidenced by this Certificate in the Class S Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class S Certificates. The Certificates are designated as the Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess
Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the Excess Interest then distributable, if any, and to the extent and subject to the limitations set forth in the Pooling and
Servicing Agreement, on the Distribution Date to the Person in whose name this Certificate is registered as of the related Record
Date. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.


 






    A-19-3


     


    

 





This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class S Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate


 



    A-19-4


     


    

 


Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)       
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)       
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation


 



    A-19-5


     


    

 


may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)      
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)    
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as the grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)       
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each


 



    A-19-6


     


    

 


case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 






    A-19-7


     


    

 


Following the date on
which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding
Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-19-8


     


    

 










IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 


Dated: December 27, 2018


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS  S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  







    A-19-9


     


    

 


ABBREVIATIONS


 


The following abbreviations, when used
in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable
laws or regulations: 


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)





 


Additional abbreviations
may also be used though not in the above list.


 


FORM OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 









 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises. 


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    A-19-10


     


    

 


DISTRIBUTION INSTRUCTIONS


 





The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.






 




    A-19-11


     


    



 



EXHIBIT B 


 


MORTGAGE LOAN SCHEDULE


 








    B-1


     


    

 


BMARK 2018-B8 - Mortgage Loan Schedule


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Interest	 	 	 	 	 
	 	 	Mortgage Loan	 	 	 	 	 	Mortgage	Original Principal	Cut-off Date 	Maturity Date	Due	Current Monthly	Servicing	Accrual 	 Letter of  	Post-ARD 	Part of	Leasehold	Current Mezzanine
	ID	Loan Number	 Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate (%)	Balance ($)	Stated Principal Balance ($)	or ARD	Date 	Debt Service ($)	Fee Rate	Method	 Credit 	Revised Rate	Whole Loan	Interest	or Subordinate Debt
	JPMCB1	1	JPMCB	Aventura Mall	19501 Biscayne Boulevard	Aventura	FL	33180	4.12125	         60,000,000.00 	                          60,000,000.00 	7/1/2028	1	         208,924.48 	0.00250%	Actual/360	 No 	 	Yes	Fee	Yes
	GACC1	8	GACC	Staples Strategic Industrial	Various	Various	Various	Various	4.91800	         56,100,000.00 	                          56,100,000.00 	10/6/2028	6	         233,109.78 	0.00500%	Actual/360	 No 	The greatest of i) 4.918% (or when applicable, the Default Rate) plus 250 basis points or ii) the Swap Rate on the Anticipated Repayment Date plus 250 basis points	Yes	Fee	No
	GACC1.001	1	GACC	Staples - Hagerstown, MD	11540 Hopewell Road	Hagerstown	MD	21740	4.91800	         15,570,975.42 	                          15,570,975.42 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.002	1	GACC	Staples - Montgomery, NY	100 Hadden Drive	Montgomery	NY	12549	4.91800	         12,011,895.32 	                          12,011,895.32 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.003	1	GACC	Staples - Terre Haute, IN	700 East Industrial Drive	Terre Haute	IN	47802	4.91800	            9,364,829.50 	                             9,364,829.50 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.004	1	GACC	Staples - London, OH	500 East High Street	London	OH	43140	4.91800	            6,895,717.68 	                             6,895,717.68 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.005	1	GACC	Staples - Beloit, WI	3140 East Colley Road	Beloit	WI	53511	4.91800	            5,027,200.63 	                             5,027,200.63 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.006	1	GACC	Staples - Dayville, CT	155 Tracy Road	Killingly	CT	06241	4.91800	            4,226,407.61 	                             4,226,407.61 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.007	1	GACC	Staples - Arden Hills, MN	1233 County Road East West	Arden Hills	MN	55112	4.91800	            1,557,097.54 	                             1,557,097.54 	 	 	 	 	 	 	 	 	Fee	 
	GACC1.008	1	GACC	Staples - Putnam, CT	15 Ridge Road	Putnam	CT	6260	4.91800	            1,445,876.29 	                             1,445,876.29 	 	 	 	 	 	 	 	 	Fee	 
	GACC2	1	GACC	Embassy Suites Anaheim	11767 South Harbor Boulevard	Garden Grove	CA	92840	5.140017857	         56,000,000.00 	                          56,000,000.00 	11/6/2028	6	         243,198.99 	0.01500%	Actual/360	 No 	 	NAP	Fee	Yes
	GACC3	1	GACC	Saint Louis Galleria	1155 Saint Louis Galleria	Saint Louis	MO	63117	4.99677083333333	         55,000,000.00 	                          55,000,000.00 	11/1/2028	1	         302,111.13 	0.00250%	Actual/360	 No 	 	Yes	Fee	Yes
	JPMCB2	1	JPMCB	10 Brookline Place	10 Brookline Place	Brookline	MA	2445	4.33700	         50,000,000.00 	                          50,000,000.00 	12/1/2028	1	         183,218.17 	0.00500%	Actual/360	 No 	 	Yes	Fee	No
	GACC4	1	GACC	590 East Middlefield	590 East Middlefield Road	Mountain View	CA	94043	5.36900	         48,750,000.00 	                          48,750,000.00 	12/6/2028	6	         221,145.01 	0.01500%	Actual/360	 No 	 	NAP	Fee	No
	CREFI1	1	CREFI	3 Huntington Quadrangle	90-100 Maxess Road	Melville	NY	11747	5.06000	         47,000,000.00 	                          47,000,000.00 	12/6/2028	6	         200,935.88 	0.00500%	Actual/360	 No 	 	NAP	Fee	Yes
	GACC5	1	GACC	Moffett Towers - Buildings E,F,G	1120, 1140 & 1160 Enterprise Way	Sunnyvale	CA	94089	4.13098592	         46,800,000.00 	                          46,800,000.00 	10/6/2028	6	         163,346.07 	0.00250%	Actual/360	 No 	 	Yes	Fee	Yes
	JPMCB3	147	JPMCB	Workspace	Various	Various	Various	Various	5.37200	         40,000,000.00 	                          40,000,000.00 	7/1/2023	1	         181,553.70 	0.00250%	Actual/360	 No 	 	Yes	Various	Yes
	JPMCB3.001	1	JPMCB	6625 78th Street West	6625 78th Street West	Bloomington	MN	55439	5.37200	            1,392,500.00 	                             1,392,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.002	1	JPMCB	1500 Liberty Ridge Drive	1500 Liberty Ridge Drive	Tredyffrin Township	PA	19087	5.37200	            1,253,437.50 	                             1,253,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.003	1	JPMCB	3350 Southwest 148th Avenue & Lakeside Drive	3350 Southwest 148th Avenue & Lakeside Drive	Miramar	FL	33027	5.37200	            1,072,500.00 	                             1,072,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.004	1	JPMCB	1301 International Parkway	1301 International Parkway	Sunrise	FL	33323	5.37200	               940,625.00 	                                940,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.005	1	JPMCB	777 West Yamato Road	777 West Yamato Road	Boca Raton	FL	33431	5.37200	               928,437.50 	                                928,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.006	1	JPMCB	4425 East Cotton Center Boulevard	4425 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               867,500.00 	                                867,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.007	1	JPMCB	4500 East Cotton Center Boulevard	4500 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               781,875.00 	                                781,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.008	1	JPMCB	3100 Southwest 145th Avenue	3100 Southwest 145th Avenue	Miramar	FL	33027	5.37200	               747,500.00 	                                747,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.009	1	JPMCB	3400 Lakeside Drive	3400 Lakeside Drive	Miramar	FL	33027	5.37200	               710,937.50 	                                710,937.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.01	1	JPMCB	3450 Lakeside Drive	3450 Lakeside Drive	Miramar	FL	33027	5.37200	               706,250.00 	                                706,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.011	1	JPMCB	40 Liberty Boulevard	40 Liberty Boulevard	East Whiteland Township	PA	19355	5.37200	               686,562.50 	                                686,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.012	1	JPMCB	4630 Woodland Corporate Boulevard	4630 Woodland Corporate Boulevard	Tampa	FL	33614	5.37200	               637,812.50 	                                637,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.013	1	JPMCB	750 Park of Commerce Road	750 Park of Commerce Road	Boca Raton	FL	33487	5.37200	               632,812.50 	                                632,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.014	1	JPMCB	13621 Northwest 12th Street	13621 Northwest 12th Street	Sunrise	FL	33323	5.37200	               615,625.00 	                                615,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.015	1	JPMCB	2 West Liberty Boulevard	2 West Liberty Boulevard	East Whiteland Township	PA	19355	5.37200	               595,000.00 	                                595,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.016	1	JPMCB	10400 Viking Drive	10400 Viking Drive	Eden Prairie	MN	55344	5.37200	               571,875.00 	                                571,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.017	1	JPMCB	100 Witmer Road	100 Witmer Road	Horsham Township	PA	19044	5.37200	               550,937.50 	                                550,937.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.018	1	JPMCB	7 Walnut Grove Drive	7 Walnut Grove Drive	Horsham Township	PA	19044	5.37200	               542,500.00 	                                542,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.019	1	JPMCB	4313 East Cotton Center Boulevard	4313 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               540,000.00 	                                540,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.02	1	JPMCB	1200 Liberty Ridge Drive	1200 Liberty Ridge Drive	Tredyffrin Township	PA	19087	5.37200	               483,750.00 	                                483,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.021	1	JPMCB	1400 Liberty Ridge Drive	1400 Liberty Ridge Drive	Tredyffrin Township	PA	19087	5.37200	               483,750.00 	                                483,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.022	1	JPMCB	4750 South 44th Place	4750 South 44th Place	Phoenix	AZ	85040	5.37200	               481,250.00 	                                481,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.023	1	JPMCB	680 Blair Mill Road	680 Blair Mill Road	Horsham Township	PA	19044	5.37200	               477,812.50 	                                477,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.024	1	JPMCB	3020 US Highway 301 South	3020 US Highway 301 South	Riverview	FL	33578	5.37200	               461,875.00 	                                461,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.025	1	JPMCB	4 Walnut Grove Drive	4 Walnut Grove Drive	Horsham Township	PA	19044	5.37200	               454,375.00 	                                454,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.026	1	JPMCB	4631 Woodland Corporate Boulevard	4631 Woodland Corporate Boulevard	Tampa	FL	33614	5.37200	               448,437.50 	                                448,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.027	1	JPMCB	5 Walnut Grove Drive	5 Walnut Grove Drive	Horsham Township	PA	19044	5.37200	               425,000.00 	                                425,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.028	1	JPMCB	700 Dresher Road	700 Dresher Road	Horsham Township	PA	19044	5.37200	               411,562.50 	                                411,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.029	1	JPMCB	45-67 Great Valley Parkway	45-67 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               410,312.50 	                                410,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.03	1	JPMCB	4610 South 44th Place	4610 South 44th Place	Phoenix	AZ	85040	5.37200	               403,125.00 	                                403,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.031	1	JPMCB	4217 East Cotton Center Boulevard	4217 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               366,562.50 	                                366,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.032	1	JPMCB	1 Country View Road	1 Country View Road	East Whiteland Township	PA	19355	5.37200	               364,062.50 	                                364,062.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.033	1	JPMCB	4410 East Cotton Center Boulevard	4410 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               361,562.50 	                                361,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.034	1	JPMCB	951 Northwest Broken Sound Parkway	951 Northwest Broken Sound Parkway	Boca Raton	FL	33487	5.37200	               354,375.00 	                                354,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.035	1	JPMCB	77-123 Great Valley Parkway	77-123 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               351,875.00 	                                351,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.036	1	JPMCB	420-500 Lapp Road	420-500 Lapp Road	East Whiteland Township	PA	19355	5.37200	               346,875.00 	                                346,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.037	1	JPMCB	2 Walnut Grove Drive	2 Walnut Grove Drive	Horsham Township	PA	19044	5.37200	               306,562.50 	                                306,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.038	1	JPMCB	507 Prudential Road	507 Prudential Road	Horsham Township	PA	19044	5.37200	               306,562.50 	                                306,562.50 	 	 	  	 	 	  	 	 	Fee/Leasehold	 
	JPMCB3.039	1	JPMCB	7930, 8010, 8020 Woodland Center Boulevard	7930, 8010, 8020 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               302,812.50 	                                302,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.04	1	JPMCB	9801 South 51st Street	9801 South 51st Street	Phoenix	AZ	85044	5.37200	               298,125.00 	                                298,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.041	1	JPMCB	180 Sheree Boulevard	180 Sheree Boulevard	Uwchlan Township	PA	19341	5.37200	               293,125.00 	                                293,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.042	1	JPMCB	7615 Smetana Lane	7615 Smetana Lane	Eden Prairie	MN	55344	5.37200	               290,625.00 	                                290,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.043	1	JPMCB	4550 South 44th Place	4550 South 44th Place	Phoenix	AZ	85040	5.37200	               288,437.50 	                                288,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.044	1	JPMCB	131 Kelsey Lane	131 Kelsey Lane	Tampa	FL	33619	5.37200	               283,437.50 	                                283,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.045	1	JPMCB	5775 Old Shakopee Road West	5775 Old Shakopee Road West	Bloomington	MN	55437	5.37200	               275,000.00 	                                275,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.046	1	JPMCB	8401-8406 Benjamin Road (North)	8401-8406 Benjamin Road (North)	Tampa	FL	33634	5.37200	               268,750.00 	                                268,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.047	1	JPMCB	7625 Smetana Lane	7625 Smetana Lane	Eden Prairie	MN	55344	5.37200	               262,500.00 	                                262,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.048	1	JPMCB	5 Great Valley Parkway	5 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               261,562.50 	                                261,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.049	1	JPMCB	5705 Old Shakopee Road West	5705 Old Shakopee Road West	Bloomington	MN	55437	5.37200	               259,687.50 	                                259,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.05	1	JPMCB	7 Great Valley Parkway	7 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               250,312.50 	                                250,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.051	1	JPMCB	65 Valley Stream Parkway	65 Valley Stream Parkway	East Whiteland Township	PA	19355	5.37200	               249,062.50 	                                249,062.50 	 	 	  	 	 	  	 	 	Fee	 



 




     


     


    
 

	JPMCB3.052	1	JPMCB	220 Gibraltar Road	220 Gibraltar Road	Horsham Township	PA	19044	5.37200	               246,875.00 	                                246,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.053	1	JPMCB	257-275 Great Valley Parkway	257-275 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               244,375.00 	                                244,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.054	1	JPMCB	240 Gibraltar Road	240 Gibraltar Road	Horsham Township	PA	19044	5.37200	               241,875.00 	                                241,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.055	1	JPMCB	200 Gibraltar Road	200 Gibraltar Road	Horsham Township	PA	19044	5.37200	               238,125.00 	                                238,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.056	1	JPMCB	9023 Columbine Road	9023 Columbine Road	Eden Prairie	MN	55347	5.37200	               235,625.00 	                                235,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.057	1	JPMCB	3 Country View Road	3 Country View Road	East Whiteland Township	PA	19355	5.37200	               234,687.50 	                                234,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.058	1	JPMCB	1 Great Valley Parkway	1 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               229,687.50 	                                229,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.059	1	JPMCB	333 Phoenixville Pike	333 Phoenixville Pike	East Whiteland Township	PA	19355	5.37200	               229,687.50 	                                229,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.06	1	JPMCB	4405 East Cotton Center Boulevard	4405 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               227,187.50 	                                227,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.061	1	JPMCB	7920 Woodland Center Boulevard	7920 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               222,187.50 	                                222,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.062	1	JPMCB	20 Valley Stream Parkway	20 Valley Stream Parkway	East Whiteland Township	PA	19355	5.37200	               220,000.00 	                                220,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.063	1	JPMCB	5715 Old Shakopee Road West	5715 Old Shakopee Road West	Bloomington	MN	55437	5.37200	               213,750.00 	                                213,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.064	1	JPMCB	150-182 Kelsey Lane	150-182 Kelsey Lane	Tampa	FL	33619	5.37200	               207,812.50 	                                207,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.065	1	JPMCB	155 Great Valley Parkway	155 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               204,062.50 	                                204,062.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.066	1	JPMCB	701-725 US Highway 301 South	701-725 US Highway 301 South	Tampa	FL	33619	5.37200	               200,312.50 	                                200,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.067	1	JPMCB	901-933 US Highway 301 South	901-933 US Highway 301 South	Tampa	FL	33619	5.37200	               200,312.50 	                                200,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.068	1	JPMCB	7725 Woodland Center Boulevard	7725 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               196,562.50 	                                196,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.069	1	JPMCB	4508 Woodland Corporate Boulevard	4508 Woodland Corporate Boulevard	Tampa	FL	33614	5.37200	               195,312.50 	                                195,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.07	1	JPMCB	3102, 3104 and 3110 Cherry Palm	3102, 3104 and 3110 Cherry Palm	Tampa	FL	33619	5.37200	               190,625.00 	                                190,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.071	1	JPMCB	101 Gibraltar Road	101 Gibraltar Road	Horsham Township	PA	19044	5.37200	               189,375.00 	                                189,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.072	1	JPMCB	6161 American Boulevard West	6161 American Boulevard West	Bloomington	MN	55438	5.37200	               188,125.00 	                                188,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.073	1	JPMCB	4502 Woodland Center Boulevard	4502 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               184,375.00 	                                184,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.074	1	JPMCB	8855 Columbine Road	8855 Columbine Road	Eden Prairie	MN	55347	5.37200	               183,125.00 	                                183,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.075	1	JPMCB	110 Gibraltar Road	110 Gibraltar Road	Horsham Township	PA	19044	5.37200	               183,125.00 	                                183,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.076	1	JPMCB	8939 Columbine Road	8939 Columbine Road	Eden Prairie	MN	55347	5.37200	               181,875.00 	                                181,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.077	1	JPMCB	7905 Fuller Road	7905 Fuller Road	Eden Prairie	MN	55344	5.37200	               181,250.00 	                                181,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.078	1	JPMCB	10801 Nesbitt Avenue South	10801 Nesbitt Avenue South	Bloomington	MN	55437	5.37200	               177,812.50 	                                177,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.079	1	JPMCB	9008 Brittany Way	9008 Brittany Way	Tampa	FL	33619	5.37200	               174,687.50 	                                174,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.08	1	JPMCB	8995 Columbine Road	8995 Columbine Road	Eden Prairie	MN	55347	5.37200	               174,062.50 	                                174,062.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.081	1	JPMCB	7852-7898 Woodland Center Boulevard	7852-7898 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               173,437.50 	                                173,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.082	1	JPMCB	455 Business Center Drive	455 Business Center Drive	Horsham Township	PA	19044	5.37200	               172,187.50 	                                172,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.083	1	JPMCB	747 Dresher Road	747 Dresher Road	Horsham Township	PA	19044	5.37200	               169,687.50 	                                169,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.084	1	JPMCB	231-253 Gibraltar Road	231-253 Gibraltar Road	Horsham Township	PA	19044	5.37200	               169,687.50 	                                169,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.085	1	JPMCB	55 Valley Stream Parkway	55 Valley Stream Parkway	East Whiteland Township	PA	19355	5.37200	               168,437.50 	                                168,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.086	1	JPMCB	8212 Woodland Center Boulevard	8212 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               168,437.50 	                                168,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.087	1	JPMCB	7802-7850 Woodland Center Boulevard	7802-7850 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               166,250.00 	                                166,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.088	1	JPMCB	4303 East Cotton Center Boulevard	4303 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               166,250.00 	                                166,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.089	1	JPMCB	501 US Highway 301 South	501 US Highway 301 South	Tampa	FL	33619	5.37200	               166,250.00 	                                166,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.09	1	JPMCB	8102 Woodland Center Boulevard	8102 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               163,750.00 	                                163,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.091	1	JPMCB	102 Rock Road	102 Rock Road	Horsham Township	PA	19044	5.37200	               161,250.00 	                                161,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.092	1	JPMCB	111-159 Gibraltar Road	111-159 Gibraltar Road	Horsham Township	PA	19044	5.37200	               160,000.00 	                                160,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.093	1	JPMCB	181-187 Gibraltar Road	181-187 Gibraltar Road	Horsham Township	PA	19044	5.37200	               156,250.00 	                                156,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.094	1	JPMCB	200-264 Lakeside Drive	200-264 Lakeside Drive	Horsham Township	PA	19044	5.37200	               156,250.00 	                                156,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.095	1	JPMCB	120 Gibraltar Road	120 Gibraltar Road	Horsham Township	PA	19044	5.37200	               155,000.00 	                                155,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.096	1	JPMCB	4207 East Cotton Center Boulevard	4207 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               154,062.50 	                                154,062.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.097	1	JPMCB	161-175 Gibraltar Road	161-175 Gibraltar Road	Horsham Township	PA	19044	5.37200	               152,187.50 	                                152,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.098	1	JPMCB	8967 Columbine Road	8967 Columbine Road	Eden Prairie	MN	55347	5.37200	               151,875.00 	                                151,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.099	1	JPMCB	8125-8198 Woodland Center Boulevard	8125-8198 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               151,562.50 	                                151,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.1	1	JPMCB	111 Kelsey Lane	111 Kelsey Lane	Tampa	FL	33619	5.37200	               148,437.50 	                                148,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.101	1	JPMCB	261-283 Gibraltar Road	261-283 Gibraltar Road	Horsham Township	PA	19044	5.37200	               146,562.50 	                                146,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.102	1	JPMCB	27-43 Great Valley Parkway	27-43 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	               144,062.50 	                                144,062.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.103	1	JPMCB	767 Electronic Drive	767 Electronic Drive	Horsham Township	PA	19044	5.37200	               140,625.00 	                                140,625.00 	 	 	  	 	 	  	 	 	Fee/Leasehold	 
	JPMCB3.104	1	JPMCB	200-234 Kelsey Lane	200-234 Kelsey Lane	Tampa	FL	33619	5.37200	               139,375.00 	                                139,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.105	1	JPMCB	4435 East Cotton Center Boulevard	4435 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               138,125.00 	                                138,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.106	1	JPMCB	7800 Equitable Drive	7800 Equitable Drive	Eden Prairie	MN	55344	5.37200	               131,875.00 	                                131,875.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.107	1	JPMCB	8906 Brittany Way	8906 Brittany Way	Tampa	FL	33619	5.37200	               130,625.00 	                                130,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.108	1	JPMCB	4520 Seedling Circle	4520 Seedling Circle	Tampa	FL	33614	5.37200	               129,375.00 	                                129,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.109	1	JPMCB	201-223 Witmer Road	201-223 Witmer Road	Horsham Township	PA	19044	5.37200	               129,375.00 	                                129,375.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.11	1	JPMCB	13630 Northwest 8th Street	13630 Northwest 8th Street	Sunrise	FL	33325	5.37200	               127,187.50 	                                127,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.111	1	JPMCB	5735 Old Shakopee Road West	5735 Old Shakopee Road West	Bloomington	MN	55437	5.37200	               126,562.50 	                                126,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.112	1	JPMCB	50 Valley Stream Parkway	50 Valley Stream Parkway	East Whiteland Township	PA	19355	5.37200	               125,937.50 	                                125,937.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.113	1	JPMCB	4503 Woodland Corporate Boulevard	4503 Woodland Corporate Boulevard	Tampa	FL	33614	5.37200	               123,437.50 	                                123,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.114	1	JPMCB	508 Lapp Road	508 Lapp Road	East Whiteland Township	PA	19355	5.37200	               123,437.50 	                                123,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.115	1	JPMCB	125-135 Rock Road	125-135 Rock Road	Horsham Township	PA	19044	5.37200	               119,062.50 	                                119,062.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.116	1	JPMCB	8911 Columbine Road	8911 Columbine Road	Eden Prairie	MN	55347	5.37200	               118,125.00 	                                118,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.117	1	JPMCB	9306-9324 East Broadway Avenue	9306-9324 East Broadway Avenue	Tampa	FL	33619	5.37200	               117,187.50 	                                117,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.118	1	JPMCB	101-111 Rock Road	101-111 Rock Road	Horsham Township	PA	19044	5.37200	               114,687.50 	                                114,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.119	1	JPMCB	201 Gibraltar Road	201 Gibraltar Road	Horsham Township	PA	19044	5.37200	               114,687.50 	                                114,687.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.12	1	JPMCB	4505 Woodland Corporate Boulevard	4505 Woodland Corporate Boulevard	Tampa	FL	33614	5.37200	               112,500.00 	                                112,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.121	1	JPMCB	4511 Woodland Corporate Boulevard	4511 Woodland Corporate Boulevard	Tampa	FL	33614	5.37200	               112,500.00 	                                112,500.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.122	1	JPMCB	400-445 Lakeside Drive, Unit #400	400-445 Lakeside Drive, Unit #400	Horsham Township	PA	19044	5.37200	               108,750.00 	                                108,750.00 	 	 	  	 	 	  	 	 	Fee	 


 


     


     


    
 

	JPMCB3.123	1	JPMCB	40 Valley Stream Parkway	40 Valley Stream Parkway	East Whiteland Township	PA	19355	5.37200	               108,750.00 	                                108,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.124	1	JPMCB	103-109 Gibraltar Road	103-109 Gibraltar Road	Horsham Township	PA	19044	5.37200	               106,250.00 	                                106,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.125	1	JPMCB	7702 Woodland Center Boulevard	7702 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               106,250.00 	                                106,250.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.126	1	JPMCB	113-123 Rock Road	113-123 Rock Road	Horsham Township	PA	19044	5.37200	               105,000.00 	                                105,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.127	1	JPMCB	555 Business Center Drive	555 Business Center Drive	Horsham Township	PA	19044	5.37200	               105,000.00 	                                105,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.128	1	JPMCB	8001 Woodland Center Boulevard	8001 Woodland Center Boulevard	Tampa	FL	33614	5.37200	               105,000.00 	                                105,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.129	1	JPMCB	4415 East Cotton Center Boulevard	4415 East Cotton Center Boulevard	Phoenix	AZ	85040	5.37200	               105,000.00 	                                105,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.13	1	JPMCB	300 Welsh Road Building 4	300 Welsh Road Building 4	Horsham Township	PA	19044	5.37200	               103,750.00 	                                103,750.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.131	1	JPMCB	9001-9015 Brittany Way	9001-9015 Brittany Way	Tampa	FL	33619	5.37200	               100,312.50 	                                100,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.132	1	JPMCB	13650 Northwest 8th Street	13650 Northwest 8th Street	Sunrise	FL	33325	5.37200	                 92,812.50 	                                  92,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.133	1	JPMCB	277-293 Great Valley Parkway	277-293 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	                 92,812.50 	                                  92,812.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.134	1	JPMCB	300 Welsh Road (aka 5 Horsham Business Center)	300 Welsh Road (aka 5 Horsham Business Center)	Horsham Township	PA	19044	5.37200	                 90,312.50 	                                  90,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.135	1	JPMCB	300-309 Lakeside Drive	300-309 Lakeside Drive	Horsham Township	PA	19044	5.37200	                 80,625.00 	                                  80,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.136	1	JPMCB	101-107 Lakeside Drive	101-107 Lakeside Drive	Horsham Township	PA	19044	5.37200	                 78,125.00 	                                  78,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.137	1	JPMCB	7695-7699 Anagram Drive	7695-7699 Anagram Drive	Eden Prairie	MN	55344	5.37200	                 75,625.00 	                                  75,625.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.138	1	JPMCB	425 Technology Drive	425 Technology Drive	East Whiteland Township	PA	19355	5.37200	                 72,187.50 	                                  72,187.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.139	1	JPMCB	300 Technology Drive	300 Technology Drive	East Whiteland Township	PA	19355	5.37200	                 68,437.50 	                                  68,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.14	1	JPMCB	510 Lapp Road	510 Lapp Road	East Whiteland Township	PA	19355	5.37200	                 63,437.50 	                                  63,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.141	1	JPMCB	7851-61 Woodland Center Boulevard	7851-61 Woodland Center Boulevard	Tampa	FL	33614	5.37200	                 63,437.50 	                                  63,437.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.142	1	JPMCB	300 Welsh Road Building 3	300 Welsh Road Building 3	Horsham Township	PA	19044	5.37200	                 55,000.00 	                                  55,000.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.143	1	JPMCB	7624 Bald Cypress Place	7624 Bald Cypress Place	Tampa	FL	33614	5.37200	                 45,312.50 	                                  45,312.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.144	1	JPMCB	75 Great Valley Parkway	75 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	                 40,937.50 	                                  40,937.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.145	1	JPMCB	506 Prudential Road	506 Prudential Road	Horsham Township	PA	19044	5.37200	                 36,562.50 	                                  36,562.50 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.146	1	JPMCB	30 Great Valley Parkway	30 Great Valley Parkway	East Whiteland Township	PA	19355	5.37200	                 28,125.00 	                                  28,125.00 	 	 	  	 	 	  	 	 	Fee	 
	JPMCB3.147	1	JPMCB	100 Gibraltar Road	100 Gibraltar Road	Horsham Township	PA	19044	5.37200	                 10,937.50 	                                  10,937.50 	 	 	  	 	 	  	 	 	Fee	 
	GSMC1	1	GSMC	145 Clinton	145 Clinton Street	New York	NY	10002	4.96500	         40,000,000.00 	                          40,000,000.00 	12/6/2028	6	         167,798.61 	0.00500%	Actual/360	 No 	 	Yes	Fee	No
	GSMC2	1	GSMC	Crowne Plaza Melbourne	2605 North Highway A1A	Melbourne	FL	32903	5.94000	         38,850,000.00 	                          38,810,878.65 	11/6/2028	6	         231,428.85 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	CREFI2	4	CREFI	Kawa Mixed Use Portfolio	Various	Various	Various	Various	5.08000	         38,000,000.00 	                          38,000,000.00 	12/6/2028	6	         163,100.93 	0.00500%	Actual/360	 No 	 	Yes	Various	No
	CREFI2.001	1	CREFI	Gavilon Headquarters	1331 Capitol Avenue	Omaha	NE	68102	5.08000	         16,526,174.50 	                          16,526,174.50 	 	 	  	 	 	 	 	 	Fee	 
	CREFI2.002	1	CREFI	Essence Group Headquarters	13900 Riverport Drive	Maryland Heights	MO	63043	5.08000	            6,936,912.75 	                             6,936,912.75 	 	 	  	 	 	 	 	 	Fee	 
	CREFI2.003	1	CREFI	Oerlikon Industrial Facility	41144 Concept Drive	Plymouth	MI	48170	5.08000	            7,242,953.02 	                             7,242,953.02 	 	 	  	 	 	 	 	 	Fee	 
	CREFI2.004	1	CREFI	Northland Innovation Campus	6889 North Oak Trafficway	Gladstone	MO	64118	5.08000	            7,293,959.73 	                             7,293,959.73 	 	 	  	 	 	 	 	 	Leasehold	 
	JPMCB4	1	JPMCB	Briar Hill at Manchester	18 37th Place	Manchester Township	NJ	8759	5.27300	         31,270,000.00 	                          31,270,000.00 	12/1/2023	1	         139,314.00 	0.00500%	Actual/360	 No 	 	NAP	Fee	Yes
	GSMC3	1	GSMC	Residence Inn Boise City Center	400 South Capitol Boulevard	Boise	ID	83702	4.81500	         30,500,000.00 	                          30,462,081.66 	11/6/2028	6	         160,299.59 	0.04250%	Actual/360	 No 	 	NAP	Fee	No
	CREFI3	4	CREFI	DUMBO Heights Portfolio	Various	Brooklyn	NY	11201	4.05000	         30,000,000.00 	                          30,000,000.00 	9/6/2023	6	         102,656.25 	0.00250%	Actual/360	 No 	 	Yes	Fee	Yes
	CREFI3.001	1	CREFI	55 Prospect Street	55 Prospect Street	Brooklyn	NY	11201	4.05000	            9,999,999.97 	                             9,999,999.97 	 	 	  	 	 	 	 	 	Fee	 
	CREFI3.002	1	CREFI	117 Adams Street	117 Adams Street	Brooklyn	NY	11201	4.05000	            8,437,500.00 	                             8,437,500.00 	 	 	  	 	 	 	 	 	Fee	 
	CREFI3.003	1	CREFI	77 Sands Street	77 Sands Street	Brooklyn	NY	11201	4.05000	            7,812,500.03 	                             7,812,500.03 	 	 	  	 	 	 	 	 	Fee	 
	CREFI3.004	1	CREFI	81 Prospect Street	81 Prospect Street	Brooklyn	NY	11201	4.05000	            3,750,000.00 	                             3,750,000.00 	 	 	  	 	 	 	 	 	Fee	 
	GSMC4	1	GSMC	5444 & 5430 Westheimer	5444 & 5430 Westheimer Road	Houston	TX	77056	4.72000	         30,000,000.00 	                          30,000,000.00 	11/6/2028	6	         119,638.89 	0.01500%	Actual/360	 No 	 	Yes	Fee	No
	JPMCB5	1	JPMCB	Faurecia Columbus	830 West 450 South	Columbus	IN	47201	5.35700	         25,935,000.00 	                          25,935,000.00 	12/1/2028	1	         144,937.64 	0.00500%	Actual/360	 No 	The greater of i) 5.35700% plus 300 basis points, ii) the 10-year swap yield as of the Anticipated Repayment Date plus 300 basis points, provided the Extension Term Interest Rate shall not exceed 5.35700% plus 500 basis points	NAP	Fee	No
	GACC6	1	GACC	Moffett Towers II - Building 1	1100 Discovery Way	Sunnyvale	CA	94089	3.89396667	         25,000,000.00 	                          25,000,000.00 	4/6/2028	6	         117,830.65 	0.00250%	Actual/360	 No 	 	Yes	Fee	Yes
	GSMC5	1	GSMC	TripAdvisor HQ	400 First Avenue	Needham	MA	2494	4.88325	         23,150,000.00 	                          23,150,000.00 	8/6/2028	6	           95,514.45 	0.00250%	Actual/360	 No 	The greater of i) 4.88325% plus 300 basis points, ii) 7.79% and iii) the 2.5-year Swap Rate as of the Anticipated Repayment Date plus 489 basis points	Yes	Fee	Yes
	GSMC6	1	GSMC	Missouri Falls	645 East Missouri Avenue	Phoenix	AZ	85012	4.61550	         22,770,000.00 	                          22,770,000.00 	10/6/2028	6	           88,795.49 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	GACC7	1	GACC	Douglasville Pavilion	2900 Chapel Hill Road	Douglasville	GA	30135	4.74500	         21,075,000.00 	                          21,075,000.00 	12/6/2028	6	           84,491.48 	0.00500%	Actual/360	 No 	 	NAP	Fee	Yes
	JPMCB6	1	JPMCB	636 11th Avenue	636 11th Avenue	New York	NY	10036	4.07300	         20,000,000.00 	                          20,000,000.00 	6/1/2028	1	           68,826.16 	0.00250%	Actual/360	 No 	The greater of i) 4.07300% plus 300 basis points and ii) the 10-year swap yield as of the Anticipated Repayment Date plus 300 basis points, provided the Extension Term Interest Rate shall not exceed 4.07300% plus 500 basis points	Yes	Fee	No
	CREFI4	1	CREFI	Glenn Hotel Downtown Atlanta	110 Marietta Street Northwest	Atlanta	GA	30303	5.55000	         18,950,000.00 	                          18,929,452.51 	11/6/2028	6	         108,191.24 	0.00500%	Actual/360	2,860,000.00 	 	NAP	Fee	No
	JPMCB7	1	JPMCB	120 Bloomingdale Road	120 Bloomingdale Road	White Plains	NY	10605	5.17400	         17,415,000.00 	                          17,415,000.00 	12/1/2028	1	           76,130.56 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB8	1	JPMCB	1421 West Shure Drive	1421 West Shure Drive	Arlington Heights	IL	60004	5.09000	         17,000,000.00 	                          17,000,000.00 	11/1/2028	1	           92,197.03 	0.00500%	Actual/360	 No 	 	Yes	Fee	No
	GACC8	1	GACC	Safeway Olney	3333 Spartan Road	Olney	MD	20832	5.10800	         15,796,800.00 	                          15,796,800.00 	11/6/2028	6	           68,175.62 	0.02500%	Actual/360	 No 	 	NAP	Fee	No
	GACC9	1	GACC	River Hills	299 Swannanoa River Road	Asheville	NC	28805	4.94000	         14,900,000.00 	                          14,900,000.00 	11/6/2028	6	           79,440.94 	0.03500%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB9	1	JPMCB	Sheraton Music City	777 McGavock Pike	Nashville	TN	37214	4.94000	         15,000,000.00 	                          14,895,750.10 	6/1/2028	1	           79,974.10 	0.00250%	Actual/360	 No 	 	Yes	Fee	No
	JPMCB10	1	JPMCB	Trophy Club Plaza	101 Trophy Lake Drive	Trophy Club	TX	76262	4.99300	         14,750,000.00 	                          14,750,000.00 	12/1/2028	1	           62,224.68 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB11	1	JPMCB	Glendale Corporate Center	5323 & 5281 North 99th Avenue	Glendale	AZ	85305	4.80600	         12,100,000.00 	                          12,100,000.00 	10/1/2028	1	           63,528.40 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB12	1	JPMCB	The Shoppes of Kemah	401-441 FM 518 Road	Kemah	TX	77565	5.07800	         11,220,000.00 	                          11,220,000.00 	12/1/2028	1	           60,767.38 	0.04500%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB13	1	JPMCB	Walnut Creek	920,936,980,990 North US Highway 287 & 1070 Country Club Drive	Mansfield	TX	76063	4.99500	         11,147,500.00 	                          11,147,500.00 	12/1/2028	1	           47,045.93 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	GACC10	1	GACC	3603 Haven	3603 Haven Avenue	Menlo Park	CA	94025	5.39700	         10,600,000.00 	                          10,600,000.00 	11/6/2028	6	           59,502.42 	0.05500%	Actual/360	 No 	 	NAP	Fee	No
	GACC11	1	GACC	1076 Riverdale 	1076 West Riverdale Road	Riverdale	UT	84405	5.02400	         10,250,000.00 	                          10,250,000.00 	12/6/2028	6	           55,174.66 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	CREFI5	1	CREFI	Culver Exchange	3344 South La Cienega Boulevard	Los Angeles	CA	90016	5.39000	            7,050,000.00 	                             7,050,000.00 	12/6/2028	6	           39,543.92 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	GSMC7	1	GSMC	Storgard Self Storage	1200 North Benson Avenue	Upland	CA	91786	4.73250	            7,000,000.00 	                             7,000,000.00 	10/6/2028	6	           27,989.67 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	GACC12	1	GACC	Jewel-Osco Huntley	13200 Village Green Drive	Huntley	IL	60142	5.08100	            6,670,000.00 	                             6,670,000.00 	11/6/2028	6	           28,634.14 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	CREFI6	1	CREFI	Shops on Navigation	2240 Navigation Boulevard	Houston	TX	77003	5.31000	            6,500,000.00 	                             6,500,000.00 	12/6/2028	6	           36,135.18 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	CREFI7	1	CREFI	The Shops at Moore Road	1039 Peachtree Industrial Boulevard	Suwanee	GA	30024	5.15000	            6,425,000.00 	                             6,425,000.00 	12/6/2028	6	           35,082.19 	0.00500%	Actual/360	 No 	 	NAP	Fee	No
	CREFI8	1	CREFI	Self Storage Plus Dulles Town Center	45601 Woodland Road	Sterling	VA	20166	5.12000	            5,500,000.00 	                             5,500,000.00 	12/6/2028	6	           29,929.87 	0.06250%	Actual/360	 No 	 	NAP	Fee	No
	JPMCB14	1	JPMCB	Anthem Eastside Shops	3668-3720 West Anthem Way	Anthem	AZ	85086	5.57800	            4,745,000.00 	                             4,745,000.00 	11/1/2025	1	           27,174.26 	0.00500%	Actual/360	 No 	 	NAP	Fee	No


 


     


     


    

 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer
                                         of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B8 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2018-B8 (the “Certificates”) in connection with the transfer by _________________
(the “Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate
Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
(an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the



 





 



*
Purchaser must include one of the following two certifications.


 






    Exhibit C-1


    


    

 





		 	Securities
Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity owners come within
such paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear
the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which
the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for any costs
incurred by it in connection with this transfer.


 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in the case
of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt
by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that such reoffer, resale,
pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence
acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act
and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by it in connection
with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate) has not been registered
under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge
or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Offered Certificates (collectively, the “Prospectus”)
(and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement
Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had
the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the
Prospectus.


 


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 






    Exhibit C-2


    


    

 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section
5.03 of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS Form
                                         W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
                                         the Certificate and state that interest and original issue discount on the Certificate
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent


 





 



**
Each Purchaser must include one of the two alternative certifications.


***
Does not apply to a transfer of Class R Certificates.


 






    Exhibit C-3


    


    

 


provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).


 


8.       Please
make all payments due on the Certificates:****


 


		☐	(a) 	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:






	 	 	 	 
	Bank:	 
	ABA #:	 
	Account #:	 
	Attention:	 





 


		☐	(b) 	by
mailing a check or draft to the following address:



	 
	 
	 








 


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


	 	 	 	 
	 	Very truly yours,	 
	 	 	 	 
	 	[The
    Purchaser]
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 








  


Dated:


 





 



****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4


    


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark
                                         2018-B8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B8
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of December
                                         1, 2018, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
                                         CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer. 



 


	STATE OF	)
	 	)           ss.:
	COUNTY OF	)





 





I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is


 






    Exhibit D-1-1


    


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


    


    

 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the corporate income tax rate (but the tax rate in Section
55(b)(1)(B) of the Code may be used instead if the Purchaser has been subject to the alternative minimum tax under Section 55
of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum
tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section
1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3


    


    

 


it
will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement
is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






  




    Exhibit D-1-4


    


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 







	 	
NOTARY PUBLIC in and for the

State of _______________





 


[SEAL]


 


My
Commission expires:


 





 






 




    Exhibit D-1-5


    


    

 


EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark
                                         2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8
                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in


 






    Exhibit D-2-1


    


    

 


the future. The Transferor understands that the transfer
of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation. 


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    Exhibit D-2-2


    


    

 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2018-B8 Mortgage Trust


 


JPMorgan
Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh 


E-mail:
US_CMBS_Notice@jpmorgan.com 


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 


		Re:	Benchmark
                                         2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of December
                                         1, 2018, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
                                         CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
                                         Advisor and as Asset Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining
sponsor” as such term is defined in the Risk Retention Rule or as Depositor that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which
                                         are Risk Retention Certificates, from [_____] (the “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of a
                                         Risk Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it 



 






    Exhibit D-3-1


    


    

 





		 	will
not consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


		3.	Any
                                         transfer of a Risk Retention Certificate to (i) a Plan subject to ERISA or Section 4975
                                         of the Code relying on Prohibited Transaction Exemption 2002-19, as amended by Prohibited
                                         Transaction Exemption 2013-08 or (ii) an insurance company general account relying on
                                         Sections I and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC,
                                         Deutsche Bank Securities, Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets
                                         Inc., Drexel Hamilton, LLC or Academy Securities, Inc.



 


		4.	Check
                                         one of the following:



 


☐            The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period and that
the transfer will comply with all applicable requirements of the Risk Retention Rule.


 


☐            The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Risk Retention Rule or as Depositor, that the transfer will occur after the termination of the Transfer Restriction
Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__]. 


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


	 JPMORGAN CHASE BANK, NATIONAL
    ASSOCIATION
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 








  




    Exhibit D-3-2


    


    

 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit D-3-3	 



     


    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2018-B8 Mortgage Trust


 


JPMorgan
Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh 


E-mail:
US_CMBS_Notice@jpmorgan.com


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 


		Re:	Benchmark
                                         2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8
                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class [__] Certificates, which are Risk Retention Certificates. The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing
                                         Agreement.



 


		2.	2.            Any
                                         transfer of a Certificate evidencing a Risk Retention Certificate to (i) a Plan subject
                                         to ERISA or Section 4975 of the Code relying on Prohibited Transaction



 






    Exhibit D-4-1


    


    

 





		 	Exemption
2002-19, as amended by Prohibited Transaction Exemption 2013-8 or (ii) an insurance company general account relying on Sections
I and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC, Deutsche Bank Securities, Inc., Goldman Sachs &
Co. LLC, Citigroup Global Markets Inc., Drexel Hamilton, LLC or Academy Securities, Inc.


 


		3.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining
                                         sponsor” as such term is defined in the Risk Retention Rule or the Depositor that
                                         the transfer will occur during the Transfer Restriction Period and that the transfer
                                         will comply with all applicable requirements of the Risk Retention Rule.



 


		☐	The
                                         Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor
                                         that the transfer will occur after the termination of the Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 


	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


	 JPMORGAN CHASE BANK, NATIONAL
    ASSOCIATION
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 




    Exhibit D-4-2


    


    

 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	Exhibit D-4-2	 



     


    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 	Name
    of Mortgagor:	 
	 	 	 
	 	[Master
    Servicer] [Special Servicer] Loan No.:	 
	Custodian
	 	Name:	Wells
    Fargo Bank, National Association
	 	 	 
	 	Address:	1055
    10th Avenue SE

    Minneapolis, MN 55414

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2018-B8 Mortgage Trust
	 	 	 
	 	Custodian/Trustee
    Mortgage File No.:	 
	Depositor
	 	Name:	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	383
        Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh

	 	 	 
	 	 	 
	 	Certificates:	Benchmark
    2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, the documents
referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release
shall have the meanings given them in the Pooling and Servicing Agreement dated as of December 1, 2018, between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha


 






    Exhibit E-1


    


    

 


Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 


	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 





 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.





	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


Date:
_________


 




    Exhibit E-2


    


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES (OTHER THAN CLASS R AND CLASS S CERTIFICATES)


 


Wells
Fargo Bank, National Association 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Real Estate Structured Finance – Securitization Group


 


		Re:	Transfer
                                         of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
                                         2018-B8 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] initial [aggregate] Certificate Balance in the
Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, Class [F-RR][G-RR][NR-RR] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person


 






    Exhibit F-1-1


    


    

 


acting
on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of
investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3 101, as modified
by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances
whereby the purchase and holding of Certificates by such insurance company would be exempt from the prohibited transaction provisions
of ERISA and the Code under Sections I and III of PTCE 95-60 (or, with respect to a Plan subject to Similar Law, where the purchase,
holding and disposition of Certificates by such Plan will not constitute or result in a non-exempt violation of applicable Similar
Law).


 


2.       The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975
of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor,
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers,
the Underwriters or the Trust Fund.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 


	 	 	 
	 	Very truly yours,
	 	 
	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Date:
_________


 




    Exhibit F-1-2


    


    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding Class [S][R] Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,


as
Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention:
Corporate Trust Services (CMBS)


Benchmark 2018-B8 Mortgage Trust


 


[Transferor] 


[______] 


[______]


Attention:
[______]


 


		Re:	Benchmark
                                         2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Benchmark 2018-B8 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8, Class [S][R]
Certificates (the “Class [S][R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement
dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms used
and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class [S][R] Certificate,
the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of
any such Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment
in


 






    Exhibit F-2-1


    


    

 


the
entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA)
to purchase such Class [S][R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 


	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 




    Exhibit F-2-2


    


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT


 



 




    Exhibit G-1


    


    




 



	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Asset Representations 

Reviewer/Operating Advisor	 	 
	 	 	


J.P.
Morgan Chase Commercial Mortgage Securities Corp.
383
Madison Avenue
31st Floor

New York, NY 10179


 

 
 

 

 

 

 

Contact:                Kunal Singh

Phone Number:      (212) 834-5467
	 	 	 	Midland Loan Services

10851 Mastin Street
Building 82, Suite 300
Overland Park, KS 66210

     

                                                                                                                                        

                                                                                                                                        

                                                                                                                                        

                                                                                                                                       Contact:    Heather Wagner
Phone Number:    (913) 253-9570

	 	 	 	CWCapital Asset Management LLC

7501 Wisconsin Avenue

Suite 500 W

Bethesda, MD 20814

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

                                                                                                                                              Contact:  Brian Hanson

Phone Number:      (202) 715-9500





	 	 	 	Pentalpha Surveillance LLC

375 North French Road
Suite 100
Amherst, NY 14228

 

 

 

 

                                         Contact:
                                                     Don Simon

                                         Phone Number:    (203) 660-6100
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









     Page 1 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	NR-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less
                                         (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate
                                         balance of all classes which are not subordinate to the designated class and dividing
                                         the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



     Page 2 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	NR-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






     Page 3 of 23


     


    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	NR-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





     Page 4 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 5 of 23


     


    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, National Association	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	ARD Interest	0.00	 	 	Operating Advisor Fee - Pentalpha Surveillance LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	 Asset Representations Reviewer Fee - Pentalpha 	0.00	 	 
	 	Net Prepayment Interest
    Shortfall
	0.00
	 	 	Surveillance LLC	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Total Fees	 	0.00	 
	 	Extension Interest	0.00	 	 		 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
    Fund Expenses:	 		 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
    Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses		0.00	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



     Page 6 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	Debt Yield Ratio (4)	 	 	 
	 	 	 	 	 
	 	Debt Yield Ratio	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	  See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


     Page 7 of 23


     


    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



     Page 8 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


     Page 9 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


     Page 10 of 23


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 11 of 23


     


    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


     Page 12 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 13 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 14 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 15 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 16 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



     Page 17 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


     Page 18 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 19 of 23


     


    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




     Page 20 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Page 21 of 23


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



     Page 22 of 23


     


    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2018-B8 Mortgage Trust

    

    Commercial Mortgage Pass Through Certificates

    

    Series 2018-B8	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Payment Date:	1/17/19
	Record Date:	12/31/18
	Determination Date:	1/11/19





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Disclosable
                                         Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer
                                         Termination Event information would be disclosed here.





	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






     Page 23 of 23


     


    



 


EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National
Association, as Trustee for the registered holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services: CMBS Trustee – Benchmark 2018-B8, its successors and assigns, all right, title and interest
of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain
Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




     Exhibit H-1


     


    


 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

        as Certificate Registrar





600 South 4th Street,
7th Floor





MAC N9300-070





        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 


*
      Select appropriate depository.


 






     Exhibit I-1


     


    

 


(1)         the
offer of the Certificates was not made to a person in the United States;


 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan
Chase Commercial Mortgage Securities Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit I-2


     


    


 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

       as Certificate Registrar





       600 South 4th Street,
7th Floor





       MAC N9300-070





       Minneapolis, Minnesota 55479





       Attention: Corporate Trust Services (CMBS)

       Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 






     Exhibit J-1


     


    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit J-2


     


    


 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

      as Certificate Registrar





      600 South 4th Street,
7th Floor





      MAC N9300-070





      Minneapolis, Minnesota 55479

      Attention: Corporate Trust Services (CMBS)

      Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of 


 





 



 


*       Select
appropriate depository.


 






     Exhibit K-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 




     Exhibit K-2


     


    


 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

      as Certificate Registrar





      600 South 4th Street,
7th Floor





      MAC N9300-070





      Minneapolis, Minnesota 55479

      Attention: Corporate Trust Services (CMBS)

      Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 





 



 


*       Select,
as applicable.


 






     Exhibit L-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


		Dated:	 	 



 


		By:	 	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




     Exhibit L-2


     


    


 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

      as Certificate Registrar





      600 South 4th Street,
7th Floor





      MAC N9300-070





      Minneapolis, Minnesota 55479





      Attention: Corporate Trust Services (CMBS)

      Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.


 






     Exhibit M-1


     


    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit M-2


     


    


 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

       as Certificate Registrar





       600 South 4th Street,
7th Floor





       MAC N9300-070





       Minneapolis, Minnesota 55479

       Attention: Corporate Trust Services (CMBS)

       Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)         the
offer of the Certificates was not made to a person in the United States,


 






     Exhibit N-1


     


    

 


[(2)        at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)        the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)         no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit N-2


     


    


 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,

      as Certificate Registrar





      600 South 4th Street,
7th Floor





      MAC N9300-070





      Minneapolis, Minnesota 55479

      Attention: Corporate Trust Services (CMBS)

      Benchmark 2018-B8 Mortgage Trust


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






     Exhibit O-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 




     Exhibit O-2


     


    


 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;

            cts.cmbs.bond.admin@wellsfargo.com

 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8 



 


In accordance with
the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is not a Borrower Party.


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 






     Exhibit P-1A-1


     


    

 


assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




     Exhibit P-1A-2


     


    


 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Midland Loan Services, a Division
        of PNC Bank, National Association

        

        10851 Mastin Street

        

        Building 82, Suite 300

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

        
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)	
        Wells Fargo Bank, National
        Association,

        

        600 South 4th Street,
        7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust

        

	 	 
	
        CWCapital Asset Management
        LLC

        

        7501 Wisconsin Avenue

        

        Suite 500 West,

        

        Bethesda, Maryland 20814

        

        Attention: Brian Hanson (Benchmark 2018-B8)

        With a copy sent via email to: CWCAMnoticesBENCHMARK2018-B8@cwcapital.com

        
	 





 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8 



 


In accordance with
the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha


 






     Exhibit P-1B-1


     


    

 


Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 






     Exhibit P-1B-2


     


    

 


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




     Exhibit P-1B-3


     


    


 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or 

a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;

           cts.cmbs.bond.admin@wellsfargo.com




 


Midland Loan Services, a Division of PNC Bank, National Association





10851 Mastin Street





Building 82, Suite 300





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8 



 


In accordance with
the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 






     Exhibit P-1C-1


     


    

 


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following
the date that the undersigned receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no
longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 




     Exhibit P-1C-2


     


    


 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	
        Midland Loan Services, a Division
        of PNC Bank, National Association

        

        10851 Mastin Street

        

        Building 82, Suite 300

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

        
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)	
        Wells Fargo Bank, National
        Association,

        

        600 South 4th Street,
        7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust

        

	 	 
	
        CWCapital Asset Management
        LLC

        

        7501 Wisconsin Avenue

        

        Suite 500 West,

        

        Bethesda, Maryland 20814

        

        Attention: Brian Hanson (Benchmark 2018-B8)

        With a copy sent via email to: CWCAMnoticesBENCHMARK2018-B8@cwcapital.com

        
	 


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8 



 


In accordance with
the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha


 






     Exhibit P-1D-1


     


    

 


Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with
respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the


 






     Exhibit P-1D-2


     


    

 


Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial
Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage
prepaid or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	 	 
	 	[Directing Certificateholder][Holder
of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage


 






     Exhibit P-1D-3


     


    

 


Securities Corp.


 




     Exhibit P-1D-4


     


    


 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Midland Loan Services, a Division
        of PNC Bank, National Association

        

        10851 Mastin Street

        

        Building 82, Suite 300

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

        
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust

Email:  trustadministrationgroup@wellsfargo.com

            cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)	
        Wells Fargo Bank, National
        Association,

        

        600 South 4th Street,
        7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust

        

	 	 
	
        CWCapital Asset Management
        LLC

        

        7501 Wisconsin Avenue

        

        Suite 500 West,

        

        Bethesda, Maryland 20814

        

        Attention: Brian Hanson (Benchmark 2018-B8)

        With a copy sent via email to: CWCAMnoticesBENCHMARK2018-B8@cwcapital.com

        
	 


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BENCHMARK 2018-B8 MORTGAGE TRUST COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2018-B8 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING
AND SERVICING AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 






     Exhibit P-1E-1


     


    

 


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If applicable] For
the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The
undersigned is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect
to any other Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D
to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit
P-1F to the Pooling and Servicing Agreement.


 


3.                 
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.                 
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent


 






     Exhibit P-1E-2


     


    

 


the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


5.                 
The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.                 
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.                 
[[For use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed
copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [[For
use by the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in
PDF form has been delivered in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed
above by electronic mail.]


 


9.                 
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 






     Exhibit P-1E-3


     


    

 


10.               
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder
of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage





Securities Corp.


 




     Exhibit P-1E-4


     


    


 


EXHIBIT P-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust

        trustadministrationgroup@wellsfargo.com;

        cts.cmbs.bond.admin@wellsfargo.com

         

        with a copy to:

         

        Wells Fargo Bank,
National Association,

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention: Benchmark 2018-B8 Mortgage Trust

        



 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






     Exhibit P-1F-1


     


    

 


3.                 
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the Benchmark 2018-B8 Mortgage Trust securitization should be revoked as to such
users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 





4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder
of the majority

 of the Controlling Class][Controlling Class

 Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage





Securities Corp.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, Certificate
Administrator


 






     Exhibit P-1F-2


     


    

 





	 	 
	Name:

Title:	 


 




     Exhibit P-1F-3


     


    


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	
        Midland Loan Services, a Division
        of PNC Bank, National Association

        

        10851 Mastin Street

        

        Building 82, Suite 300

        

        Overland Park, Kansas 66210

        

        Attention: Executive Vice President – Division Head

        

        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

        
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust

Email:  trustadministrationgroup@wellsfargo.com

             cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)	
        Wells Fargo Bank, National
        Association,

        

        600 South 4th Street,
        7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust

        

	 	 
	
        CWCapital Asset Management
        LLC

        

        7501 Wisconsin Avenue

        

        Suite 500 West,

        

        Bethesda, Maryland 20814

        

        Attention: Brian Hanson (Benchmark 2018-B8)

        With a copy sent via email to: CWCAMnoticesBENCHMARK2018-B8@cwcapital.com

        
	 


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit


 






     Exhibit P-1G-1


     


    

 


P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid


 


5.       [If
the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation
of such identity with the undersigned is not reasonably evident from the undersigned name]The undersigned or its parent entity
primarily operates under the identity __________________________. The directing holder is __________________________.


 


6.       The
undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its
Distribution Date Statement.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:


 





Dated: _______





cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp


 




     Exhibit P-1G-2


     


    


 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), Benchmark 2018-B8 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-B8



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018
(the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


The undersigned is
a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


		1.	The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);



 


a.      
has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.     
has access to the Depositor's 17g-5 website; and


 


c.     
 agrees that either (x) any confidentiality agreement applicable to the undersigned with respect to information obtained
from the Depositor's 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider's website
or (y) if the undersigned did not access the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it
shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A, which shall be applicable
to it with respect to any information obtained from the 17g-5 Information Provider’s website, including any information that
is obtained from the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after
the Closing Date.


 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 






     Exhibit P-2-1


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	 	Name:

Title:


  




     Exhibit P-2-2


     


    



 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with JP Morgan Securities LLC (together with its affiliates, the “Furnishing
Entities” and each a “Furnishing Entity”) furnishing certain financial, operational, structural and
other information relating to the issuance of the Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8 (the “Certificates”) pursuant to the Pooling and Servicing Agreement dated as of December 1,
2018 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer and the assets underlying or referenced by the Certificates, including
the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to
such assets (together, the “Collateral”) to you (the “NRSRO”) through the website of Wells
Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement, including the section
of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined
in the Pooling and Servicing Agreement. Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing
Entity.


 


		1.	Definition of Confidential Information. For
purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:



 


		●	was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;



 


		●	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without
any obligation to maintain the information as confidential; or



 






    Exhibit P-2-3


     


    

 


		●	is independently developed by the NRSRO without reference to any Confidential Information.



 


		2.	Information to Be Held in Confidence.



 


		a.	You will use the Confidential Information solely for the purpose of determining or monitoring a
credit rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential
Information, for benchmarking, modeling or research purposes (the “Intended Purpose”).



 


		b.	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy
manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement
to that effect.



 


		c.	You will treat the Confidential Information as private and confidential. Subject to Section 4,
without the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:



 


		i.	disclose the Confidential Information to any of the
NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors (each, a “NRSRO
Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential Information in connection
with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a NRSRO Representative,
the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such NRSRO Representative will act in
accordance with this Confidentiality Agreement;



 


		ii.	solely to the extent required for compliance with
Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to the NRSRO’s password protected website;
and



 


		iii.	use information derived from the Confidential Information
in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures Required by Law.
If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or



 






    Exhibit P-2-4


     


    

 


regulatory
or other governmental authority) that a request to disclose the Confidential Information has been made so that the relevant Furnishing
Entity may seek an appropriate protective order or other reasonable assurance that confidential treatment will be accorded the
Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory authority to
do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking a protective order or
other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree not to
disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable
assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to
obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential
Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no
event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective order
or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other
remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf
of the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be
destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the
NRSRO may retain one or more copies of any document or other material containing Evaluation Material to the extent necessary for
legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures designed to ensure legal
or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that may be found in backup
tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material obtained in an
oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations of this Confidentiality Agreement.



 


		a.	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO
or any NRSRO Representative.



 


		b.	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
or unauthorized disclosure or use by any person of the Confidential Information which may come to your attention and to take all
steps reasonably requested by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized
disclosure or use.



 






    Exhibit P-2-5


     


    

 


		c.	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law
and would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be
entitled to specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically
enforce the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or
in equity. It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder
shall preclude any other or further exercise of any right, power or privilege.



 


		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement
and regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement
will survive indefinitely.



 


		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising
under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and
duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed within such State.



 


		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate
writing by the NRSRO and each Furnishing Entity.



 


		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between
you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected
by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided,
however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential
Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality
Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement
shall control notwithstanding acceptance by you of the terms hereof by entry into this website.



 


		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
shall be directed as set forth below:



 


JP Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179


 




    Exhibit P-2-6


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate Trust Services (CMBS), Benchmark 2018-B8 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2018-B8 



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018
(the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics,
MBS Data, LLC, RealINSIGHT and Thomson Reuters Corporation, a market data provider that has been given access to the Statements
to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the terms of this certification by itself
or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1


     


    

 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 


 




    Exhibit P-3-2


     


    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents specified in [clauses (i) through
(v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause (xii)], a copy of such letter of credit and the required officer’s
certificate), if any, of the definition of “Mortgage File”, as applicable, with respect to the Mortgage Loans are in
its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed
by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule”
is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Custodian
	 	 
	 	By:	 
	 	 	Name:

Title:


 






    Exhibit Q-1


     


    

 


SCHEDULE A


 


	J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

8th Floor

New York, New York  10179	
        Midland Loan Services, a Division
        of PNC Bank, National Association

        10851 Mastin Street


        Building 82, Suite 300


        Overland Park, Kansas 66210


        Attention: Executive Vice President – Division Head


        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com


	 	 
	
        Kroll Bond Rating Agency, Inc.


        845 Third Avenue, 4th Floor


        New York, New York 10022


        Attention: CMBS Surveillance


        E-mail: cmbssurveillance@kbra.com

        

        

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2018-B8 Mortgage Trust

        Telecopy Number: (410) 715 2380

        E-Mail: trustadministrationgroup@wellsfargo.com; cts.cmbs.bond.admin@wellsfargo.com


	
        S&P Global Ratings


        55 Water Street, 41st Floor


        New York, New York 10041


        Attention: Commercial Mortgage Surveillance Manager


        Email: cmbs_info_17g5@standardandpoors.com

	
        Pentalpha Surveillance LLC


        375 N. French Road, Suite 100


        Amherst, New York 14228


        Attention: Benchmark 2018-B8—Transaction Manager


        With a copy sent via email to: notices@pentalphasurveillance.com
        (with Benchmark 2018-B8 in the subject line)


	 	 
	
        Fitch Ratings, Inc.

        One State Street Plaza

        New York, New York 10004

        Attention: Commercial Mortgage Backed Securities Surveillance

        Facsimile No.: (212) 635-0295


        E-mail: info.cmbs@fitchratings.com

	 
	 	 
		
        [DIRECTING CERTIFICATEHOLDER NOTICE ADDRESS]

         


        [APPLICABLE MORTGAGE LOAN SELLER’S NOTICE ADDRESS]





 




    Exhibit Q-2


     


    

 


EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER 


 


RECORDING REQUESTED BY:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: (888) 706-3565

Email: NoticeAdmin@midlandls.com


 


 












SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National
Association, a national banking association organized and existing under the laws of the United States and having an office at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, not in its individual capacity but solely as Trustee (in such capacity,
the “Trustee”), hereby constitutes and appoints Midland Loan Services, a Division of PNC Bank, National Association
(the “Master Servicer”), as its true and lawful attorney-in-fact (in either capacity, as appropriate, the “Attorney-In-Fact”),
and in its name, aforesaid Attorney-In-Fact, by and through any authorized representative appointed by the Board of Directors of
the Attorney-In-Fact, to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary
and appropriate for the tasks described in the items (1) through (12) below; provided however, that the documents described
below may only be executed and delivered by the Attorney-In-Fact if such documents are required or permitted under the terms of
the Pooling and Servicing Agreement, dated as of December 1, 2018 (the “Agreement”) between J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, the Master Servicer, as master servicer, CWCapital Asset Management LLC,
as special servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate
Administrator”) and as Trustee (in such capacity, the “Trustee”), and Pentalpha Surveillance LLC,
as Asset Representations Reviewer (in such capacity, the “Asset Representations Reviewer”) and Operating Advisor
(in such capacity, the “Operating Advisor”), on behalf of the Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2018-B8 and no power is granted hereunder to take any action that would be adverse to the interests
of Wells Fargo Bank, National Association.


 


This Limited Power of
Attorney is being issued in connection with the Attorney-In-Fact’s responsibilities to service certain mortgage loans (the
“Loans”) held by Wells Fargo Bank, National Association, as Trustee. The Loans are comprised of mortgages or
deeds of trust (the “Mortgages” and “Deeds of Trust” respectively), and other forms of security
instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized


 






    Exhibit R-1-1


     


    

 


terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


1.       Demand,
sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall
become due and payable) belonging to or claimed by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful
means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed
of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, accepting deeds in
lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the
Security Instruments by judicial or non-judicial foreclosure, actions for temporary restraining orders, injunctions, appointments
of receiver, suits for waste, fraud and any and all other tort, contractual or other claims of whatever nature, including execution
of any evidentiary affidavits or verifications in support thereof, as may be necessary or advisable in any bankruptcy action, state
or federal suit or any other action.


 


2.       Execute
and/or file such documents and take such other action as is proper and necessary to defend Wells Fargo Bank, National Association,
as Trustee, in litigation and to resolve any litigation where the Master Servicer has an obligation to defend Wells Fargo Bank,
National Association, as Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.


 


3.       Transact
business of any kind regarding the Loans and the Mortgaged Properties.


 


4.       Obtain
an interest in the Loans, Mortgaged Properties and/or building thereon, as Wells Fargo Bank, National Association, as Trustee’s
act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure
payment of a promissory note or performance of any obligation or agreement.


 


5.       Execute,
complete, indorse or file bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the
Borrowers, the Loans and/or the Mortgaged Properties, including but not limited to the execution of estoppel certificates, financing
statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, payment plans, waivers,
consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements, property adjustment agreements,
non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements,
and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying
the Mortgaged Properties, in the interest of Wells Fargo Bank, National Association, as Trustee.


 


6.       Endorse
on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon,
replace, substitute, release or amend letters of credit as property securing the Loans.


 


7.       [RESERVED].


 






    Exhibit R-1-2


     


    

 


8.       Such
other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the Master
Servicer’s duties and responsibilities under the Agreement.


 


9.       Execute
any document or perform any act described in items (3), (4), and (5) in connection with the termination of any Trust as necessary
to transfer ownership of the affected Loans to the entity (or its designee or assignee) possessing the right to obtain ownership
of the Loans.


 


10.       Subordinate
the lien of a Mortgage, Deed of Trust, or deed to secure debt (i) for the purpose of refinancing Loans, where applicable,
or (ii) to an easement in favor of a public utility company or a government agency or unit with powers of eminent domain,
including but not limited to the execution of partial satisfactions and releases and partial reconveyances reasonably required
for such purpose, and the execution or requests to the trustees to accomplish the same.


 


11.       Convey
the Property to the mortgage insurer, or close the title to the Mortgaged Property to be acquired as real estate owned, or convey
title to real estate owned property (“REO Property”).


 


12.       Execute
and deliver the following documentation with respect to the sale of the REO Property acquired through a foreclosure or deed-in-lieu
of foreclosure, including, without limitation, listing agreements, purchase and sale agreements, grant / limited or special warranty
/ quit claim deeds or any other deed, but not general warranty deeds, causing the transfer of title of the Mortgaged Property to
a party contracted to purchase same, escrow instructions and any all documents necessary to effect the transfer of REO Property.


 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do as of the Closing Date.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


The Attorney-In-Fact
hereby agrees to indemnify and hold Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees
and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of
this Limited Power of Attorney by the Attorney-In-Fact. The foregoing indemnity shall survive the termination of this Limited Power
of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee under
the Agreement.


 






    Exhibit R-1-3


     


    

 


IN WITNESS WHEREOF, Wells
Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by
a duly elected and authorized signatory this _________ day of ________, 20[__].




 






    Exhibit R-1-4


     


    

 





	 	 	Wells Fargo Bank, National Association, as Trustee
for the benefit of the registered holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-B8



 


	 	 	By:	 
	Witness:	 	 	 , Vice President



 


	Witness:	 	Attest:	 Assistant Secretary






 




    Exhibit R-1-5


     


    

 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 







 


On ________________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


Witness my hand and official seal.





	 	
	 	Notary Public


 


	
                          
        [SEAL]

         

        My commission expires:

         
	 







 




    Exhibit R-1-6


     


    

 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY BY TRUSTEE


FOR SPECIAL SERVICER


 


RECORDING REQUESTED BY:


 


CWCapital Asset Management
LLC





7501 Wisconsin Avenue





Suite 500 West,





Bethesda, Maryland 20814





Attention: Brian Hanson (Benchmark
2018-B8)





With a copy sent via email
to:





CWCAMnoticesBENCHMARK2018-B8@cwcapital.com


 





 









SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia Maryland 21045,
not in its individual capacity but solely as Trustee (“Trustee”), hereby constitutes and appoints CWCapital
Asset Management LLC (“Special Servicer”), as its true and lawful attorney-in-fact (the “Attorney-In-Fact”)
and in its name, aforesaid Attorney-In-Fact, by and through its duly appointed officers and employees, to execute and acknowledge
in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in
the items (1) through (8) below; provided however, that the documents described below may only be executed and delivered by such
Attorney-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement dated as of
February 1, 2018 (the “Agreement”) by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer (the “Master Servicer”),
CWCapital Asset Management LLC, as Special Servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, on behalf of Benchmark 2018-B8
Mortgage Trust (the “Trust”).


 


This Limited Power of Attorney is being issued in connection
with Attorney-In-Fact’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee.
These Loans are secured by collateral comprised of Mortgages, Deeds of Trust, Deeds to Secure Debt and other forms of Security
instruments (collectively the “Security Instruments”) encumbering any and all real and personal property delineated
therein (the “Property”) and the Notes secured thereby. Capitalized terms used but not defined herein shall
have the respective meanings assigned thereto in the Agreement.


 






    Exhibit R-2-1


     


    

 


		1.	Demand, sue for, recover, collect and receive each
and every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed
by Wells Fargo Bank, National Association, as Trustee, and to use or take any lawful means for recovery by legal process or otherwise,
including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements
of breach, notices of default, and/or notices of sale, accepting deeds in lieu of foreclosure, evicting (to the extent allowed
by federal, state or local laws) and foreclosing on the properties under the Security Instruments by judicial or non-judicial
foreclosure, actions for temporary restraining orders, injunctions, appointments of receiver, suits for waste, fraud and any and
all other tort, contractual or other claims of whatever nature, including execution of any evidentiary affidavits or verifications
in support thereof, as may be necessary or advisable in any bankruptcy action, state or federal suit or any other action.



 


		2.	Execute and/or file such documents and take such other
action as is proper and necessary to defend the Trustee in litigation and to resolve any litigation where the Special Servicer
has an obligation to defend the Trustee, including but not limited to dismissal, termination, cancellation, rescission and settlement.



 


		3.	Transact business of any kind regarding the Loans
and the Properties.



 


		4.	Obtain an interest therein and/or building thereon,
as Wells Fargo Bank, National Association, as Trustee’s act and deed, to contract for, purchase, receive and take possession
and evidence of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or
agreement.



 


		5.	Execute bonds, notes, mortgages, deeds of trust and
other contracts, agreements and instruments regarding the Borrowers and/or the Property, including but not limited to the execution
of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification
agreements, payment plans, waivers, consents, amendments, forbearance agreements, loan assumption agreements, subordination agreements,
property adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing
agreements, purchase and sale agreements and other instruments pertaining to mortgages or deeds of trust, and execution of deeds
and associated instruments, if any, conveying the Property, in the interest of the Trustee.



 


		6.	Endorse on behalf of the undersigned all checks, drafts
and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release or amend letters
of credit as Property securing the Loans.



 


		7.	Execute any document or perform any act described
in items (3) and (4) in connection with the termination of any Trust as necessary to transfer ownership of the affected 



 






    Exhibit R-2-2


     


    

 


Mortgage
Loans to the entity (or its designee or assignee) possessing the right to obtain ownership of the Mortgage Loans.


 


		8.	Such other actions and file such other instruments
and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s duties and responsibilities
under the Agreement.



 


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of the Closing Date.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


The Attorney-In-Fact hereby agrees to indemnify and hold Wells
Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power of Attorney by the Attorney-In-Fact.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of Wells Fargo Bank, National Association, as Trustee under the Agreement.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 




    Exhibit R-2-3


     


    

 


Witness my hand and seal this ________ day of ________________, 2018.


 








	 	 	 Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of
[                             
], Commercial Mortgage Pass-Through Certificates, Series [                             
  ] 



 


	 	 	By:	 
	Witness:	 	 	 , Vice President



 


	Witness:	 	 	 






 


	Attest:	 , Assistant Secretary	 



 




    Exhibit R-2-4


     


    

 








CORPORATE ACKNOWLEDGMENT


 


State of Maryland


 


County of ________________


 


On this ________________ day of ________________ , 2018, before me, the
undersigned, a Notary Public in and for said County and State, personally appeared _____________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as a Vice President of Wells
Fargo Bank, National Association, a national banking association, and acknowledged to me that such national banking association
executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.


 


WITNESS my hand and official seal.


 


Signature: _________________________________________


 


	My commission expires:	Document drafted by:




 


Wells Fargo Bank, National Association,

as Trustee


 






    Exhibit R-2-5


     


    







 


EXHIBIT S


 


INITIAL COMPANION HOLDERS


 





	Loan	Companion Holder
	Aventura Mall	
        Notes A-1-A, A-1-B, A-1-C, A-1-D, B-1, B-2, B-3 and
        B-4

        Wells Fargo Bank, National Association, for the holders of the Aventura Mall Trust 2018-AVM Commercial Mortgage Pass-Through
        Certificates, Series 2018-AVM

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: Aventura Mall Trust 2018-AVM Asset Manager

        Email: commercial.servicing@wellsfargo.com

         

        Notes A-2-A-1 and A-2-B-3

        Wells Fargo Bank, National Association, for the holders of the Benchmark
        2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B4 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

          

        Notes A-2-A-2 and A-2-B-2-A

        Wells Fargo Bank, National Association, for the holders of the Benchmark
        2018-B5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B5

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B5 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        




 






    Exhibit S-1


     


    

 


	 	
        Note A-2-B-1

        KeyBank National Association, for the holders of the CD 2018-CD7
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-CD7

        

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden 

        Email: michael_a_tilden@keybank.com

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com

        


        Note A-2-D-2

        Wells Fargo Bank, National Association, for the holders of the CSAIL
        2018-CX12 Commercial Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2018-CX12

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: CSAIL 2018-CX12 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        


        Notes A-2-A-4 and A-2-B-4

        KeyBank National Association, for the holders of the Benchmark 2018-B6
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B6

        

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden 

        Email: michael_a_tilden@keybank.com

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com

        


        Notes A-2-C-2 and A-2-D-1

        Wells Fargo Bank, National Association, for the holders of the BANK
        2018-BNK14 Commercial Mortgage Pass Through Certificates, Series 2018-BNK14

        

        



 






    Exhibit S-2


     


    

 


	 	
        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: BANK 2018-BNK14 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        


        Note A-2-C-1

        Midland Loan Services, a Division of PNC Bank, National Association, for the holders of the Morgan Stanley Capital I Trust 2018-L1
        Commercial Mortgage Pass Through Certificates, Series 2018-L1

        

        NOTICE ADDRESS:

        Midland Loan Services, a Division of PNC Bank, National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Facsimile: (888) 706-3565

        Email: NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 3.13 and
        Section 13.10)

        with a copy to:

        Stinson Leonard Street LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

        


        Note A-2-D-3

        Wells Fargo Bank, National Association, for the holders of the Wells
        Fargo Commercial Mortgage Trust 2018-C47, Commercial Mortgage Pass Through Certificates, Series 2018-C47

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: WFCM 2018-C47

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        


        Notes A-2-B-2-B, A-2-B-2-C and A-2-B-5

        Wells Fargo Bank, National Association, for the holders of the DBGS
        2018-C1 Mortgage



 






    Exhibit S-3


     


    

 


	 	
        Trust Commercial Mortgage Pass Through Certificates, Series 2018-C1

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: DBGS 2018-C1 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        Note A-2-A-5-B

        JPMorgan Chase Bank, National Association

        

        NOTICE ADDRESS:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        and

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

        


        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

        Notes A-2-C-3, A-2-C-4 and A-2-C-5

        Morgan Stanley Mortgage Capital Holdings, Inc.

        

        NOTICE ADDRESS:

        Morgan Stanley Mortgage Capital Holdings, Inc.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        with copies to:

         

        Morgan Stanley Mortgage Capital Holdings, Inc.

        1221 Avenue of the Americas

        New York, New York 10020



 






    Exhibit S-4


     


    

 


	 	
        Attention: Legal Compliance Division

        cmbs_notices@morganstanley.com

        Notes A-2-D-4 and A-2-D-5

        Wells Fargo Bank, National Association

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        375 Park Avenue, 2nd Floor J0127-023

        New York, New York 10152

        Attention: A.J. Sfarra

        Email: anthony.sfarra@wellsfargo.com

        

        with a copy to:

        

        Jeff D. Blake, Esq.

        Wells Fargo Law Department, D1053-300

        301 South College St.

        Charlotte, North Carolina 28288

        Email: jeff.blake@wellsfargo.com

         

        with a copy to (if by email):

        mike.jewesson@alston.com and peter.mckee@alston.com

         

	Staples Strategic Industrial	
        Notes A-1-2, A-2-1, A-2-2, A-2-3 and A-4

        Deutsche Bank AG, New York Branch

        

        NOTICE ADDRESS:

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: Robert Pettinato

        Telecopier: (212) 797-4488

        E-Mail: Robert.pettinato@db.com

        with a copy to:

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: General Counsel

	Saint Louis Galleria	Notes
A-1-A1, A-1-A3, A-1-A4 and A-1-A5

Deutsche Bank AG, New York Branch



NOTICE ADDRESS:

Deutsche Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Robert Pettinato

Telecopier: (212) 797-4488


 






    Exhibit S-5


     


    

 


	 	
        E-Mail: Robert.pettinato@db.com

        with a copy to:

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: General Counsel

        Notes A-2-A1, A-2-A2, A-2-A3, A-2-A4 and A-2-A5

        Société Générale Financial Corporation

        

        NOTICE ADDRESS:

        Société Générale Financial Corporation

        [____]

	10 Brookline Place	
        Note A-2 

        JPMorgan Chase Bank, National Association

        

        NOTICE ADDRESS:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        and

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

        


        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

	Moffett Towers – Buildings E,F,G	
        Notes A-1-2, A-1-3 and A-4

        KeyBank National Association, for the holders of the Benchmark 2018-B7 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
        Series 2018-B7

        

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden 

        Email: michael_a_tilden@keybank.com

        KeyBank National Association



 






    Exhibit S-6


     


    

 


	 	
        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com

        


        Notes A-1-1 and A-5

        Wells Fargo Bank, National Association, for the holders of the DBGS
        2018-C1 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2018-C1

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: DBGS 2018-C1 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        


        Note A-2-1

        Wells Fargo Bank, National Association, for the holders of the Citigroup
        Commercial Mortgage Trust 2018-C6 Commercial Mortgage Pass Through Certificates, Series 2018-C6

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: CGCMT 2018-C6 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        


        Note A-2

        Wells Fargo Bank, National Association, for the holders of the BBCMS
        Mortgage Trust 2018-C2 Commercial Mortgage Pass Through Certificates, Series 2018-C2

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: BBCMS 2018-C2 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        


        Notes A-6 and A-7

        Wells Fargo Bank, National Association, for the holders of the BANK
        2018-BNK15



 






    Exhibit S-7


     


    

 


	 	
        Commercial Mortgage Pass Through Certificates, Series 2018-BNK15

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: BANK 2018-BNK15 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

	Workspace	
        Notes A-1, A-2, A-3, A-4, B-1 and B-2

        KeyBank, National Association, for the holders of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2018-WPT Commercial
        Mortgage Pass-Through Certificates, Series 2018-WPT

        

        NOTICE ADDRESS:

        KeyBank, National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Facsimile number: (877) 379-1625

        Email: keybank_notices@keybank.com

         

        Notes A-5 and A-6



 






    Exhibit S-8


     


    

 





 


	
        Wells Fargo Bank, National Association, for the holders of the Benchmark
        2018-B5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B5

        

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B5 Asset Manager

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

        Notes A-7, A-8, A-9 and A-10

        JPMorgan Chase Bank, National Association

        

        NOTICE ADDRESS:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

        and

        

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

        


        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

        

        

        Notes A-7 and A-8

        KeyBank National Association, for the holders of the Benchmark 2018-B6
        Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B6

        

        NOTICE ADDRESS:

        KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden 

Email: michael_a_tilden@keybank.com



 






    Exhibit S-9


     


    

 


	
        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com

        Notes A-9-A and A-10-A

        KeyBank National Association, for the holders of the Benchmark 2018-B7 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
        Series 2018-B7

        

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden 

        Email: michael_a_tilden@keybank.com

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com
	 
	Kawa Mixed Use Portfolio	
        Note A-2

        Citi Real Estate Funding Inc.

        

        NOTICE ADDRESS:

        Citi Real Estate Funding Inc.

        390 Greenwich Street

        New York, New York 10013

        Attention: Raul Orozo

        Facsimile No. (347) 394-0898

         

        with copies to:

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Facsimile No. (646) 328-2943

         

        and

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Facsimile No. (646) 862-8988

         

        with electronic copies emailed to:

        Richard Simpson at richard.simpson@citi.com and Ryan M. O’Connor at ryan.m.oconnor@citi.com








 






    Exhibit S-10


     


    

 





	
         

        145 Clinton
	
         

        Note A-2

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Joe Osborne

        Email: joe.osborne@gs.com

	
         

        DUMBO Heights Portfolio
	
         

        Notes A-1-A and A-3-B

        KeyBank National Association, for the holders of
        the Benchmark 2018-B7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B7

         

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Email: michael_a_tilden@keybank.com

         

        Notes A-1-B, A-2 and A-3-C

        Wells Fargo Bank, National Association, for the
        holders of the Citigroup Commercial Mortgage Trust 2018-C6

        Commercial Mortgage Pass Through Certificates, Series

        2018-C6

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: CGCMT 2018-C6 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        with a copy to:

          

        Wells Fargo Bank, National Association

        Legal Department

        301 South College Street, TW-30, D1053-300

        Charlotte, North Carolina 28202-6000

        Attention: Commercial Mortgage Servicing Legal

        Support

        Fax number: (704) 383-3663





 






    Exhibit S-11


     


    

 





	 	
         

        Notes B-1 and B-2

         

        Shinhan AIM Real Estate Fund No. 5; and Shinhan AIM
        Real Estate Fund No. 5-A

         

        NOTICE ADDRESS:

        70 Yeouidae-Ro, Yeongdeungpo-Gu

        Seoul, Korea 07325

        Attention: Young kim

        Telephone No. +82-2-3775-4518

        Email: youngkim@shinhan.com

	
         

        5444 & 5430 Westheimer
	
         

        Note A-2

        Goldman Sachs Mortgage Company

         

        NOTICE ADDRESS:

        Goldman Sachs Mortgage Company

        200 West Street

        New York, New York 10282

        Attention: Leah Nivison

        Email: leah.nivison@gs.com

         

        with a copy to:

         

        Joe Osborne

        Email: joe.osborne@gs.com

         

        Notes A-1 and A-3-1

        KeyBank National Association, for the holders of
        the Benchmark 2018-B6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B6

         

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Email: michael_a_tilden@keybank.com

         

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com

	
         

        Moffett Towers II – Building 1
	
         

        Notes A-2-1

        Wells Fargo Bank, National Association, for the
        holders of the DBGS 2018-C1 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2018-C1

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo





 






    Exhibit S-12


     


    

 





	 	
        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: DBGS 2018-C1 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        Note A-4

        Wells Fargo Bank, National Association, for the holders
        of the BBCMS Mortgage Trust 2018-C2 Commercial Mortgage Pass Through Certificates, Series 2018-C2

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: BBCMS 2018-C2 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        Note A-5

        Wells Fargo Bank, National Association, for the holders
        of the Wells Fargo Commercial Mortgage Trust 2018- C46, Commercial Mortgage Pass Through Certificates, Series 2018-C46

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: WFCM 2018-C46

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

	
         

        TripAdvisor HQ
	
         

        Note A-1

        Wells Fargo Bank, National Association, for the holders
        of the DBGS 2018-C1 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2018-C1

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202





 






    Exhibit S-13


     


    

 





	 	
        Attention: DBGS 2018-C1 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

	
         

        636 11th Avenue
	
         

        Note A-1

        Wells Fargo Bank, National
        Association, for the holders of the Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B4 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        Note A-3

        KeyBank National Association, for the holders of
        the Benchmark 2018-B6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B6

         

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Email: michael_a_tilden@keybank.com

         

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Alan Williams

        Email: keybank _notices@keybank.com

         

        Notes A-2-A

        KeyBank National Association, for the holders of
        the Benchmark 2018-B7 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B7

         

        NOTICE ADDRESS:

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Michael Tilden

        Email: michael_a_tilden@keybank.com

         

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211





 






    Exhibit S-14


     


    

 





	 	
        Attention: Alan Williams

        Email: keybank _notices@keybank.com

         

        Note A-4

        Midland Loan Services, a Division of PNC Bank, National
        Association, for the holders of the Citigroup Commercial Mortgage Trust 2018-C5, Commercial Mortgage Pass Through Certificates,
        Series 2018-C5

         

        NOTICE ADDRESS:

        Midland Loan Services, a Division of PNC Bank,
        National Association

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        Facsimile: (888) 706-3565

        Email: NoticeAdmin@midlandls.com (with a copy to
        AskMidland@midlandls.com, solely with respect to notices under Section 3.13 and Section 13.10)

         

        with a copy to:

         

        Stinson Leonard Street LLP

        1201 Walnut Street

        Suite 2900

        Kansas City, Missouri 64106-2150

        Fax Number: (816) 412-9338

        Attention: Kenda K. Tomes

        Email: kenda.tomes@stinson.com

         

        Note A-5

        Wells Fargo Bank, National Association, for the
        holders of the Morgan Stanley Capital I Trust 2018-H3, Commercial Mortgage Pass-Through Certificates, Series 2018-H3

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: MSC 2018-H3 Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

	
         

        1421 West Shure Drive
	
         

        Note A-2

        JPMorgan Chase Bank, National Association

         

        NOTICE ADDRESS:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179





 






    Exhibit S-15


     


    

 





	 	
        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

         

        and

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com
        Attention: Bianca A. Russo, Managing Director & Associate General Counsel

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

         

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309

	
         

        Sheraton Music City
	
         

        Note A-1

        Wells Fargo Bank, National Association,
        for the holders of the Benchmark 2018-B4 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B4

         

        NOTICE ADDRESS:

        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        401 South Tryon Street, 8th
        Floor

        MAC D1050-084

        Charlotte, North Carolina 28202

        Attention: Benchmark 2018-B4
        Asset Manager

         

        Facsimile number: (704) 715-0036

        Email: commercial.servicing@wellsfargo.com

         

        Note A-2B

        JPMorgan Chase Bank, National
        Association

         

        NOTICE ADDRESS:

        JPMorgan Chase Bank, National
        Association

        383 Madison Avenue,
        8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

         

        and

         

        JPMorgan Chase Bank, National
        Association

        383 Madison Avenue,
        32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Bianca A. Russo, Managing
        Director &




 








    Exhibit S-16


     


    

 





	 	
        Associate General Counsel

        

        

        with a copy to:

        

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309











 




    Exhibit S-17


     


    

 




EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[Date]


[AVENTURA MALL MORTGAGE LOAN, MOFFETT TOWERS II – BUILDING
1 MORTGAGE LOAN, TRIPADVISOR HQ MORTGAGE LOAN, 636 11TH AVENUE MORTGAGE LOAN & SHERATON MUSIC CITY MORTGAGE LOAN:





Wells Fargo Bank, National Association

Commercial Mortgage Servicing





Three Wells Fargo

MAC D1050-084, 401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: [Aventura Mall Trust 2018-AVM][Benchmark 2018-B6][DBGS 2018-C1][Benchmark 2018-B4] Asset Manager

Telecopy Number: (704) 715-0036





Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association





Legal Department





301 South College Street





Charlotte, North Carolina 28202-0166





Attention: Commercial Mortgage Servicing Legal Support





Facsimile number: (704) 383-0353





Reference: Benchmark 2018-B4


 


with a copy to:


 


K&L Gates LLP





Hearst Tower, 47th Floor





214 North Tryon Street





Charlotte, North Carolina 28202





Attention: Stacy G. Ackermann





Reference: Benchmark 2018-B4





Fax number: (704) 353-3190





Email: stacy.ackermann@klgates.com]


 


[MOFFETT TOWERS – BUILDINGS E,F,G MORTGAGE LOAN, WORKSPACE
MORTGAGE LOAN & DUMBO HEIGHTS PORTFOLIO MORTGAGE LOAN:





KeyBank National Association





11501 Outlook Street, Suite 300





Overland Park, Kansas 66211





Attention: Michael A. Tilden


 






     Exhibit T-1


     


    

 


Email: michael_a_tilden@keybank.com


 


with a copy to:


 


Polsinelli





900 West 48th Place, Suite 900





Kansas City, Missouri 64112





Attention: Kraig Kohring





Email: kkohring@polsinelli.com]


 


[INSERT ADDRESS OF THE OVERLAND PARK XCHANGE NON-SERVICED MASTER
SERVICER]


 


VIA FACSIMILE


 


		Re:	Benchmark 2018-B8
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 



 


Dear [__________]:


 


[Wells Fargo Bank, National
Association][KeyBank, National Association][ INSERT ADDRESS OF THE SAINT LOUIS GALLERIA NON-SERVICED MASTER SERVICER], is the master
servicer (the “Non-Serviced Master Servicer”) for Whole Loan[s] secured by the [Mortgaged Propert[y][ies]][portfolio
of Mortgaged Properties] identified as [Aventura Mall][Saint Louis Galleria][Moffett Towers – Buildings E,F,G][Workspace][DUMBO
Heights Portfolio][Moffett Towers II – Building 1][TripAdvisor HQ][636 11th Avenue][Sheraton Music City] (the “Subject
Whole Loan[s]”) on the Mortgage Loan Schedule, as such term is defined under the Pooling and Servicing Agreement, dated
as of December 1, 2018 (the “2018-B8 Pooling and Servicing Agreement”) between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master servicer
(the “2018-B8 Master Servicer”), CWCapital Asset Management LLC, as Special servicer, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee
(in such capacity, the “Trustee”), and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer. The Certificate Administrator hereby directs the Non-Serviced Master Servicer, as follows:


 


The Non-Serviced Master
Servicer shall remit to the 2018-B8 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as
the case may be, to the 2018-B8 Master Servicer all reports, statements, documents, communications, and other information that
are to be forwarded, delivered or otherwise made available to, the holder of the Subject Whole Loan[s].


 


The Subject Whole Loan
[is][is not] a Significant Obligor (as such term is defined in the 2018-B8 Pooling and Servicing Agreement) under the 2018-B8 Pooling
and Servicing Agreement.


 






     Exhibit T-2


     


    

 


Thank you for your attention
to this matter.


 





	Date:	 	 


 








	 	Wells Fargo Bank, National Association, as Certificate Administrator for the Holders
    of the Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage
    Pass-Through Certificates, Series 2018-B8
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


  




     Exhibit T-3


     


    


 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


	To: 	 	 
		S&P Global Ratings

55 Water Street, 41st Floor

New York, New York  10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com	
        Kroll Bond Rating Agency, Inc.

        

        845 Third Avenue, 4th Floor

        

        New York, New York 10022

        

        Attention: CMBS Surveillance

        

        E-mail: cmbssurveillance@kbra.com

        

	 	 	 
	 	Fitch Ratings, Inc.

One State Street Plaza

New York, New York 10004

Attention:  Commercial Mortgage Backed Securities Surveillance

Facsimile No.:  (212) 635-0295

E-mail: info.cmbs@fitchratings.com	 


 


	From:	          Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer
under the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 






     Exhibit U-1


     


    

 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Servicer under the
Pooling and Servicing Agreement, we hereby:


 


(a)       
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____ a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____ a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)        Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)         The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)        The defeasance was consummated on __________, 20__.


 


(iii)       The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing
Standard) that the defeasance will not result in an Adverse REMIC Event.


 


(v)        The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 






     Exhibit U-2


     


    

 


(vi)       The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)      The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)     The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied
to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral
to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the
Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)        The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)         The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in


 






     Exhibit U-3


     


    

 


the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)         Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
     Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)      
 Agree to provide copies of all items listed in Exhibit B to you upon request.


 




     Exhibit U-4


     


    


 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[________________]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     Exhibit U-5


     


    


 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
annually no later than 120 days after the end of the calendar year, pursuant to the terms and conditions of the Pooling and Servicing
Agreement, dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master servicer,
CWCapital Asset Management LLC, as Special servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
Trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. 

Transaction: Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8 

Operating Advisor: Pentalpha Surveillance LLC 

Special Servicer as of December 31: CWCapital Asset Management LLC

Directing Certificateholder: [_________]


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this
Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being
analyzed by the Special Servicer as part of the development of a Final Asset Status Report.



 


		b.	Final Asset Status Reports were issued with respect to [●]
of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which a Final Asset Status
Report has been issued. The Final Asset Status Reports may not yet be fully implemented.



 


		2.	The Special Servicer has notified the Operating Advisor that it has completed a Major Decision
with respect to [●] Specially Serviced Loans [INSERT AFTER AN OPERATING ADVISOR CONSULTATION EVENT: and [●] non-Specially
Serviced Loans], and provided the Major Decision Reporting Package or Final Asset Status Report with respect to [●] Specially
Serviced Loans [INSERT AFTER AN OPERATING ADVISOR CONSULTATION EVENT: and [●] non-Specially Serviced Loans] to the operating
advisor.



 


		II.	Executive Summary



 





 



 


1 This
report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating
Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.


 






     Exhibit V-1


     


    

 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s reported actions on the loans identified in this report. Based solely on such
limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing
Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year
on a “trust-level basis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the
Special Servicer has failed to materially comply with the Servicing Standard as a result of the following material deviations.]


 


		●	[LIST OF MATERIAL DEVIATION ITEMS]



 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF
REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


III.       List
of Items that Were Considered in Compiling this Report


 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports by the Special Servicer made available to Privileged Persons
that are posted on the certificate administrator’s website that is relevant to the operating advisor’s obligations
under the PSA and certain information it has reasonably requested from the special servicer [AFTER AN OPERATING ADVISOR CONSULTATION
EVENT:] and each Asset Status Report (after the occurrence and continuance of an Operating Advisor Consultation Event] and each
Final Asset Status Report.



 


		3.	The Special Servicer’s assessment of compliance report, attestation
report by a third party regarding the Special Servicer’s compliance with its obligations, and non-discretionary portions
of net present value calculations. 



 


		4.	[LIST OTHER REVIEWED INFORMATION]



 


		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] Consulted
with the Special Servicer as provided under the Pooling and Servicing Agreement Asset Status Reports and Major Decision Reporting
Packages or Asset Status Reports with respect to Major Decisions.



 






     Exhibit V-2


     


    

 


		6.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT:] During
the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues
related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and made strategic
observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate.



 


NOTE: The Operating
Advisor’s review of the above materials should be considered a limited investigation and not be considered a full or limited
audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments
and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their
net present value calculation, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or
interact with any borrower. In addition, our review of the net present value calculations and the corresponding application of
the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary
portions of such formulas.


 


IV. Qualifications
and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


		1.	[As provided in the Pooling and Servicing Agreement, the Operating
Advisor (i) is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special
servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion
exercised in good faith, to be immaterial and (ii) will not be required to provide or obtain a legal opinion, legal review or legal
conclusion.]



 


		2.	In rendering our assessment herein, we have assumed that all executed
factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by
persons with legal capacity to execute such documents.



 


		3.	Other than the receipt of any Major Decision Reporting Package, the
Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing
Certificateholder or borrower directly. As such, the Operating Advisor relied upon the information delivered to it by the Special
Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.
The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist. 



 


		4.	The Special Servicer has the legal authority and responsibility to
service any Specially Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility
or authority to alter the standards set forth therein or the actions of the Special Servicer.



 






     Exhibit V-3


     


    

 


		5.	Confidentiality and other contractual limitations limit the Operating
Advisor’s ability to outline the details or substance of any communication held between it and the Special Servicer regarding
any Specially Serviced Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing
Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to
by the Special Servicer.



 


		6.	The Operating Advisor is not empowered to speak with any investors
directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator
through the certificate administrator’s website.



 


		7.	This report does not constitute recommendations to buy, sell or hold
any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when
performing its limited review of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship
with any Certificateholder or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary
relationship between the Operating Advisor and any Certificateholder, party or individual.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement.


 




     Exhibit V-4


     


    


 


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells Fargo Bank, National Association





     as Trustee

9062 Old Annapolis Road





Columbia, Maryland 20145-1951





Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust





Email: trustadministrationgroup@wellsfargo.com;





           cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

      as Certificate Administrator





9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust





Telecopy Number: (410) 715-2380


 


CWCapital Asset Management
LLC





7501 Wisconsin Avenue





Suite 500 West,





Bethesda, Maryland 20814





Attention: Brian Hanson (Benchmark 2018-B8)

Telecopy Number: (202) 715-9699


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, 

Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer, on behalf of the holders of Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2018-B8 (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized
terms used and not otherwise


 






     Exhibit W-1


     


    

 


defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling
and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association, in its
current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance
with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Midland Loan Services, a Division of PNC Bank, National Association be removed as Special Servicer
and that [________] be appointed its successor in such capacity.


 





	 	Very
    truly yours,
	 	 
	 	[The
    Operating Advisor]


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:


 




     Exhibit W-2


     


    


 


EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


Midland Loan Services, a Division
of PNC Bank, National Association





10851 Mastin Street





Building 82, Suite 300





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


CWCapital Asset Management
LLC





7501 Wisconsin Avenue





Suite 500 West,





Bethesda, Maryland 20814





Attention: Brian Hanson (Benchmark 2018-B8)

Telecopy Number: (202) 715-9699


 


		Re:	Access to Certain Information Regarding Benchmark 2018-B8 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2018-B8 



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Defined
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Midland Loan Services, a Division of PNC
Bank, National Association (“Midland”)/CWCapital Asset Management LLC (“CWCapital”)] understands
that [____] (the “Company”) is requesting certain
confidential or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder.
The Company is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights
the Company may have under the Trust (the “Permitted Purpose”).
The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined
below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


[Midland/CWCapital] will provide the Company
with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential


 






     Exhibit X-1


     


    

 


[_____] [__], 20[__]

Page 2


 


Information (a) includes or may be based upon information provided to [Midland/CWCapital]
by third parties, (b) may not have been verified by [Midland/CWCapital], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Midland/CWCapital], the [“Master Servicer”/“Special Servicer”] (as
defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Midland/CWCapital]’s failure or inability to provide the Confidential Information
to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Midland/CWCapital]; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Midland/CWCapital]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The Company may have access to the Confidential
Information through (at [Midland/CWCapital]’s election): (i) responses to reasonable written inquiries received from
the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland/CWCapital]’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or
any successor or replacement system (“System”).
[Midland/CWCapital] may cease or defer providing the Company with Confidential Information in the event that (a) the Company
or its Representatives violate any provision hereof, or (b) [Midland/CWCapital] determines (in its sole discretion) that such
termination is necessary for any reason, including its determination that such action is required pursuant to the terms of the
Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Midland/CWCapital] shall cease to
provide the Company with Confidential Information if [Midland/CWCapital] has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and [Midland/CWCapital] determines that the provision, notice
or access to such Confidential Information would violate the accepted servicing practices or servicing standards as defined in
the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential
Information hereunder shall survive the termination of the Company’s access to the Confidential Information. [Midland/CWCapital]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The


 






     Exhibit X-2


     


    

 


[_____] [__], 20[__]

Page 3


 


Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Midland/CWCapital] intends at all times to comply with the terms and provisions of the
Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland/CWCapital]’s
rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable
Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall
constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 




     Exhibit X-3


     


    


 


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 





	 	Very
    truly yours,
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	 	[CWCAPITAL ASSET MANAGEMENT LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	CONFIRMED
    AND AGREED TO:	 
	 	 	 
	[COMPANY
    NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






     Exhibit X-4


     


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION


 


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor
into the above-referenced Trust, certify that:


 


1.          I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered
by this report on Form 10-K, of the Benchmark 2018-B8 Mortgage Trust (the “Exchange
Act periodic reports”);


 


2.          Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D
for the period covered by this report is included in the Exchange Act periodic reports;


 


4.          Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and
except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements
in all material respects; and


 


5.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.


 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Custodian and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor;


 


(B) Wells Fargo Bank,
National Association, as Primary Servicer for the Aventura Mall Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer
for the Aventura Mall Mortgage Loan, Wilmington Trust, National Association, as Trustee for the


 






     Exhibit Y-1


     


    

 


Aventura Mall Mortgage Loan, Wells
Fargo Bank, National Association, as Certificate Administrator and Custodian for the Aventura Mall Mortgage Loan, and Park Bridge
Lender Services LLC, as Operating Advisor for the Aventura Mall Mortgage Loan;


 


(C) [PRIOR TO THE RELATED
SERVICING SHIFT SECURITIZATION DATE: Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for
the Saint Louis Galleria Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer for the Saint Louis Galleria Mortgage
Loan, Wells Fargo Bank, National Association, as Trustee for the Saint Louis Galleria Mortgage Loan, Wells Fargo Bank, National
Association, as Certificate Administrator and Custodian for the Saint Louis Galleria Mortgage Loan, and Park Bridge Lender Services
LLC, as Operating Advisor for the Saint Louis Galleria Mortgage Loan;][AFTER THE RELATED SERVICING SHIFT SECURITIZATION DATE: [__],
as Primary Servicer for the Saint Louis Galleria Mortgage Loan, [__], as Special Servicer for the Saint Louis Galleria Mortgage
Loan, [__], as Trustee for the Saint Louis Galleria Mortgage Loan, [__], as Certificate Administrator and Custodian for the Saint
Louis Galleria Mortgage Loan, and [__], as Operating Advisor for the Saint Louis Galleria Mortgage Loan.];


 


(D) KeyBank, National
Association, as Primary Servicer for the Moffett Towers - Buildings E,F,G Mortgage Loan, Rialto Capital Advisors, LLC, as Special
Servicer for the Moffett Towers - Buildings E,F,G Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Moffett
Towers - Buildings E,F,G Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for
the Moffett Towers - Buildings E,F,G Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the Workspace
Mortgage Loan;


 


(E) KeyBank, National
Association, as Primary Servicer for the Workspace Mortgage Loan, KeyBank, National Association, as Special Servicer for the Workspace
Mortgage Loan, Wells Fargo Bank, National Association, as Trustee for the Workspace Mortgage Loan, Wells Fargo Bank, National Association,
as Certificate Administrator and Custodian for the Workspace Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor
for the Workspace Mortgage Loan;


 


(F) KeyBank National
Association, as Primary Servicer for the 181 Fremont Street Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer
for the 181 Fremont Street Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 181 Fremont Street Mortgage
Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the 181 Fremont Street Mortgage Loan,
and Park Bridge Lender Services LLC, as Operating Advisor for the 181 Fremont Street Mortgage Loan;


 


(G) Wells Fargo Bank,
National Association, as Primary Servicer for the DUMBO Heights Portfolio Mortgage Loan, LNR Partners, LLC, as Special Servicer
for the DUMBO Heights Portfolio Mortgage Loan, Wells Fargo Bank, National Association, as Trustee for the DUMBO Heights Portfolio
Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the DUMBO Heights Portfolio
Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the DUMBO Heights Portfolio Mortgage Loan;


 






     Exhibit Y-2


     


    

 


(H) KeyBank National
Association, as Primary Servicer for the Moffett Towers II - Building 1 Mortgage Loan, Midland Loan Services, a Division of PNC
Bank, National Association, as Special Servicer for the Moffett Towers II - Building 1 Mortgage Loan, Citibank, N.A., as Trustee
for the Moffett Towers II - Building 1 Mortgage Loan, Citibank, N.A., as Certificate Administrator and Custodian for the Moffett
Towers II - Building 1 Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the Westbrook Corporate Center
Mortgage Loan;


 


(I) Wells Fargo Bank,
National Association, as Primary Servicer for the TripAdvisor HQ Mortgage Loan, Rialto Capital Advisors, LLC, as Special Servicer
for the TripAdvisor HQ Mortgage Loan, Wilmington Trust, National Association, as Trustee for the TripAdvisor HQ Mortgage Loan,
Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the TripAdvisor HQ Mortgage Loan, and Park
Bridge Lender Services LLC, as Operating Advisor for the TripAdvisor HQ Mortgage Loan;


 


(J) Wells Fargo Bank,
National Association, as Primary Servicer for the 636 11th Avenue Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer
for the 636 11th Avenue Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 636 11th Avenue Mortgage Loan,
Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the 636 11th Avenue Mortgage Loan, and Park
Bridge Lender Services LLC, as Operating Advisor for the 636 11th Avenue Mortgage Loan; and


 


(K) Wells Fargo Bank,
National Association, as Primary Servicer for the Sheraton Music City Mortgage Loan, CWCapital Asset Management LLC, as Special
Servicer for the Sheraton Music City Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Sheraton Music City
Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the Sheraton Music City Mortgage
Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the Sheraton Music City Mortgage Loan.


 


	Date:	 	 



 





 



President and Chief Executive Officer

J.P. Morgan Chase Commercial Mortgage Securities Corp.

(Senior officer in charge of the securitization of the depositor)


 




     Exhibit Y-3


     


    


 


EXHIBIT Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__]
(the “Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form
10-K (collectively, with the Form 10-K, the “Reports”);


 


2.          Based on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Reports and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee,
the custodian, the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.          I (or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and


 






     Exhibit Z-1-1


     


    

 


Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate
Administrator or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
to be included in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed
in the Form 10-K and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:



  




     Exhibit Z-1-2


     


    


 


EXHIBIT Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided
by the Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for
the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.          Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for


 






     Exhibit Z-2-1


     


    

 


inclusion in the Reports for the period
covered by the Form 10-K is included in the Master Servicer Periodic Information;


 


4.          I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master
Servicer compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in
the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master
Servicer or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




     Exhibit Z-2-2


     


    


 


EXHIBIT Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided
by the Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.          Based on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer
Periodic Information;


 


4.          I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the


 






     Exhibit Z-3-1


     


    

 


Special
Servicer’s compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special
Servicer or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




     Exhibit Z-3-2


     


    


 


EXHIBIT Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and
Servicing Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee,
collectively, the “Trustee Periodic Information”);


 


2.          Based on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.          I (or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for


 






     Exhibit Z-4-1


     


    

 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee
or any Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




     Exhibit Z-4-2


     


    


 


EXHIBIT Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Operating
Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.          Based on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.          The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in


 






     Exhibit Z-5-1


     


    

 


order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating
Advisor or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor
under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




     Exhibit Z-5-2


     


    


 


EXHIBIT Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.          I (or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and
Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian,
collectively, the “Custodian Periodic Information”);


 


2.          Based on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          Based on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.          I (or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for


 






     Exhibit Z-6-1


     


    


 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.          All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian
or any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




     Exhibit Z-6-2


     


    


 


EXHIBIT Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark 2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2018-B8, issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer. 



 


I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be
signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other
Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 






     Exhibit Z-7-1


     


    

 


This Certification
is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by
the Asset Representations Reviewer under the Pooling and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	
	 	 	 	Name:
	 	 	 	Title:


 




     Exhibit Z-7-2


     


    


 


EXHIBIT AA


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer
engaged by a Master Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer

        

        Special
        Servicer

        Custodian (as applicable)

        

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        




 





 



 


1 Only to
the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


 






     Exhibit AA-1


     


    

 





	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

         Master
Servicer

Special Servicer

        

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        

        Master
        Servicer

        Special Servicer

        

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






     Exhibit AA-2


     


    

 





	APPLICABLE
    Servicing Criteria 	applicable

    PARTY
	Reference	Criteria	 





	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




     Exhibit AA-3


     


    



 



EXHIBIT BB


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of
the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information
with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary
from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a
party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the Master Servicer or the Special Servicer, as the case may be. For this Benchmark 2018-B8 Pooling and Servicing Agreement,
each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of
Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-D	Party Responsible
	
        Item 1A: Asset-Level Information

        

        ●    Item 1111(h)
        of Regulation AB

        

        ●    Item 1125
        of Regulation AB

        
	
        ●    Each
        Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first Form 10-D
        filed with respect to the Trust)

        

        ●    Master
        Servicer

        

	
        Item 1B: Asset Representations Reviewer and Investor Communication:

        

        ●    Item 1121(d)
        of Regulation AB

        

        ●    Item 1121(e)
        of Regulation AB

        
	
        ●    Certificate
        Administrator

        

        ●    Depositor

        

        ●    Asset
        Representations Reviewer

        




 






     Exhibit BB-1


     


    

 


	Item on Form 10-D	Party Responsible



	
        Item 2: Legal Proceedings:

         

        ●    Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of
        proceedings described therein that are material to security holders)

         
	
        ●    Master Servicer (as to itself)

         

        




        ●    Special Servicer (as to itself)

         

        ●    Certificate Administrator (as to itself)

         

        ●    Trustee (as to itself)

         

        ●    Depositor (as to itself)

         

        ●    Operating Advisor (as to itself)

         

        ●    Asset Representations Reviewer (as to itself)

         

        ●    Any other Reporting Servicer (as to itself)

         

        ●    Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever
        of them is in principal control of the proceedings)

         

        ●    Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●    Originators under Item 1110 of Regulation AB

         

        ●    Party under Item 1100(d)(1) of Regulation AB

         


	Item 3:  Sale of Securities and Use of Proceeds

                                                                                 
	 

                                                                                ●    Depositor

	Item 4:  Defaults Upon Senior Securities

                                                                                 
	 

                                                                                ●    Certificate Administrator

	Item 5:  Submission of Matters to a Vote of Security Holders

                                                                                 
	 

                                                                                ●    Certificate Administrator

	Item 6: Significant Obligors of Pool Assets:

                                                                                 
	 

                                                                                ●    Master Servicer (excluding information for which the Special Servicer is the “Party 




 






     Exhibit BB-2


     


    

 





	Item on Form 10-D	Party Responsible





	
        

         



        ●    Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall
        apply:

         

        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year
        and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D that
        relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	

        

        

               Responsible”)

         

        ●    Special Servicer (as to REO Properties)

         


	
         

        Item 7: Change in Sponsor Interest in the Securities:

         

        ●    Item 1124 of Regulation AB

         
	 

                                                                                ●    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

	
         

        Item 8: Significant Enhancement Provider Information:

         



        

        

	 

                                                                                                                         ●    Depositor




 






     Exhibit BB-3


     


    

 


	Item on Form 10-D	Party Responsible



	●    Item 1114(b)(2) and Item 1115(b) of Regulation AB

                                                                                 
	 
	Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	

         

        ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent
        that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.

         

        ●    Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account
        and the Gain-on-Sale Reserve Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●    Master Servicer (with respect to the balances of each REO Account (to the extent the related information
        has been received from the Special Servicer within the time period specified in Section 11.04 of this Agreement) and the Collection
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●    Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date
        and the preceding Distribution Date)

         

        ●    Any other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect
        to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

         


	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

         
	●    Depositor




 






     Exhibit BB-4


     


    

 


	Item on Form 10-D	Party Responsible



	
         

        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
         

        ●    Certificate Administrator

         

        ●    Depositor

         

        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this 

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         

	
         

        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	 

                                                                                                                         ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	
         

        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with
        respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects to
        report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.

        
	 

                                                                                                                         ●    The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

	
         

        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit 

        
	●    Depositor




 






     Exhibit BB-5


     


    

 


	Item on Form 10-D	Party Responsible



	No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.	 
	
         

        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	 

                                                                                                                                     ●    Certificate Administrator 

	
         

        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

         
	 

                                                                                                                         ●    Not Applicable.

	Item 10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	 

                                                                                ●    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.




 



     Exhibit BB-6


     


    


 


EXHIBIT CC


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described
in the “Item on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information,
financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b)
below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor”
other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required
to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Benchmark 2018-B8 Pooling
and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its
capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-K	Party Responsible
	
         

        Item 1B: Unresolved Staff Comments

         
	 

                                                                                ●    Depositor

	
         

        Item 9B: Other Information, but only to the extent of any information
        that meets all the following conditions:

         

        (a) such information constitutes “Additional Form 8-K
        Disclosure” pursuant to Exhibit DD,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

        
	 

                                                                                                                         ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.  




 






     Exhibit CC-1


     


    

 


	Item on Form 10-K	Party Responsible



	(c) such information was not previously reported as “Additional
        Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 1 of 3 Parts:

         



        ●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have
        been set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously
        reported such information as “Additional Form 10-D Information”.

         

	


         

        ●    The applicable Mortgage Loan Seller

         


	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 2 of 3 Parts:

         



        ●    Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the
        Prospectus and (ii) the applicable Master Servicer has not previously reported such information or updated versions thereof as
        “Additional Form 10-D Information”.

         

	 

                                                                                ●    The Depositor

	
         

        Instruction J(2)(b) (Significant Obligors of Pool Assets) –
        Part 3 of 3 Parts:

         



        Item 1112(b) of Regulation AB; provided, however, that all of the following conditions
shall apply:
	


         

        ●    Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●    Special Servicer (as to REO Properties)

        





 






     Exhibit CC-2


     


    

 


	Item on Form 10-K	Party Responsible



	
         



        (a) information shall be required to be reported only with respect
        to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such quarterly
        and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
        quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously reported, such
        information for such prior period; and

         

        (c) the information shall be reportable only to the extent that
        is has not previously been reported as “Additional Form 10-D Information”.

         
	


         





	
         

        Instruction J(2)(c) (Significant Enhancement Provider Information):

         



        ●    Items 1114(b)(2) and 1115(b) of Regulation AB

         

	●    Depositor

	
         

        Instruction J(2)(d) (Legal Proceedings):

         



        ●    Item
1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of

         

	


         

        ●    Master Servicer (as to itself)

         

        ●    Special Servicer (as to itself)

         

        ●    Certificate Administrator (as to itself)

        





 






     Exhibit CC-3


     


    

 


	Item on Form 10-K	Party Responsible



	


              proceedings
        described therein that are material to security holders)

         

	


         

        

        ●    Trustee (as to itself)

         

        ●    Depositor (as to itself)

         

        ●    Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever
        of them is in principal control of the proceedings)

         

        ●    Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●    Originators under Item 1110 of Regulation AB

         

        ●    Party under Item 1100(d)(1) of Regulation AB

         





	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         



        ●    1119(b) of Regulation AB,

         



        but only the existence and (if existent) the  
	


         

        ●    Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
        Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●    Special Servicer

         

        ●    Certificate Administrator

         

        ●    Trustee

         

        ●    Asset Representations Reviewer

         

        ●    Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the
        assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties

        





 






     Exhibit CC-4


     


    

 


	Item on Form 10-K	Party Responsible



	
        

        general character of any business relationship, agreement,
arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than
would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2018-B8 transaction)
between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed
within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
reported as “Additional Form 10-K Disclosure”.

         

        and

         



        ●    1119(c) of Regulation AB,

         



        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2018-B8 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need
        not be reported if it is not material to an investor’s understanding of the Certificates 

         
	       to this Agreement to the effect that such
        party no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●    Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an
“originator of 10% or more of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in
a written notice delivered to the parties to this Agreement, which notice is delivered not later than February 15 of the year
in which the Form 10-K is due.

         





        ●    Each party (if any) that is identified in the Prospectus as an “other material party to the securities
        or transaction” (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to
        the effect that such party no longer constitutes a material party for purposes of Regulation AB.

         

        ●    Each party (if any) that that is specifically identified as an “other material party to the securities
        or transaction for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written
        notice delivered by the Depositor to the parties to this Agreement, which notice is delivered not later than February 15 of the
        year in which the Form 10-K is due.

         





 






     Exhibit CC-5


     


    

 


	Item on Form 10-K	Party Responsible



	and (C) need not be disclosed for
        purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.	 



	
         

        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any affiliation
        between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed
        under the preceding item as a “Party Responsible”, on the other; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         



        ●    1119(b) of Regulation AB,

         



        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2018-B8 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding  
	


         

        ●    The Depositor

         

        ●    Each Mortgage Loan Seller

         





 






     Exhibit CC-6


     


    

 


	Item on Form 10-K	Party Responsible






	 (A) must be reported only if it then
        exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
        or if it was previously reported as “Additional Form 10-K Disclosure”.
         

        and

         



        ●    1119(c) of Regulation AB,

         



        but only the existence and (if existent) a description (including
        the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2018-B8 transaction or
        the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one
        hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;
        provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
        years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not
        be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as
        “Additional Form 10-K Disclosure”.

         
	


         







	
         

        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	 

                                                                                                                                     ●    Depositor

	
         

        Item 15: Exhibits (no. 3):

        
	 

                                                                                ●    Depositor




 






     Exhibit CC-7


     


    

 


	Item on Form 10-K	Party Responsible



	Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)	 
	
         

        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	


         

        ●    Trustee

         

        ●    Certificate Administrator

         

        ●    Depositor

         



        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Agreement

         

        provided further, in each case, that in the event
        any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be
        the responsible party.

         

	
         

        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	 

                                                                                                                         ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	
         

        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings (Exhibit
        No. 11 of Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable

	
         

        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit No. 12 of
        Item 601 of Regulation S-K)

        
	 

                                                                                                                         ●    Not Applicable.




 






     Exhibit CC-8


     


    

 


	Item on Form 10-K	Party Responsible



	
         

        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and Form 10-QSB,
        or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

         
	 

                                                                                ●    Not Applicable

	
         

        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable

	
         

        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit No. 18 of
        Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation
        S-K)

         
	 

                                                                                                                         ●    Depositor.

	
         

        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

         
	 

                                                                                                                         ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D) that
        is incorporated by reference in the Depositor’s registration statement and (b) the 

         
	 

                                                                                                                         ●    Depositor




 






     Exhibit CC-9


     


    

 


	Item on Form 10-K	Party Responsible



	consent is not the consent of a registered
        public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Agreement.	 
	
         

        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any
        attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Agreement.

         
	


         

        ●    Master Servicer

         

        ●    Special Servicer

         

        ●    Depositor

         

        ●    Any other Servicing Function Participant

         



        provided, however, in each case, that such
        party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that such
        party is required to deliver or cause the delivery of the related attestation report.

        

	
         

        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	 

                                                                                ●    Certificate Administrator

	
         

        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of
        Item 601 of Regulation S-K).

        
	 

                                                                                ●    Not Applicable

	
         

        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii)
        of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Agreement.

	
         

        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation
        S-K).

        
	 

                                                                                ●    Not Applicable.




 






     Exhibit CC-10


     


    

 


	Item on Form 10-K	Party Responsible



	
         

        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing criteria for
        asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Agreement.

	
         

        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance with servicing
        criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Agreement.

	
         

        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35 of Item 601 of
        Regulation S-K).

        
	 

                                                                                ●    Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Agreement.

	
         

        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed Securities
        (Exhibit No. 36 of Item 601 of Regulation S-K).

        
	 

                                                                                ●    Depositor.

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 

                                                                                ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).

        
	 

                                                                                ●    Not Applicable.

	Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and 	 

                                                                                ●    Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).




 






     Exhibit CC-11


     


    

 


	Item on Form 10-K	Party Responsible



	(c) such document was not previously reported as “Additional Form 8-K Disclosure”.	 
	 

                                                                                Item 15:  Exhibit (no. 101)
 
 Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).
	 

                                                                                ●    Not Applicable

	 

                                                                                Item 15:  Exhibit (no. 102)
 
 Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).
	


         

        ●    Certificate Administrator

         

        ●    Depositor

        


	 

                                                                                Item 15:  Exhibit (no. 103)
 
 Asset Related Document (Exhibit No. 103 of Item 601 of Regulation S-K).
	


         

        ●    Certificate Administrator

         

        ●    Depositor

        









 




     Exhibit CC-12


     


    


 


EXHIBIT DD


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified
in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to
report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item
described in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such
in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form
8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer
or Special Servicer, as the case may be. For this Benchmark 2018-B8 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no
provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
         

        Item 1.01: Entry into a Material Definitive Agreement

         
	


         

        ●    Depositor, except as described in the next bullet (it being acknowledged that Item 601 of Regulation
        S-K requires filing of material contracts to which the registrant or a subsidiary thereof is a party).

         

        ●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged
that Instruction 3 to Item 1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement
that is material to the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each
case to the extent of any amendment or definitive agreement

         





 






     Exhibit DD-1


     


    

 


	Item on Form 8-K	Party Responsible 



	 	      that
    satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage
    Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which
    such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
    engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the
    Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.

	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Agreement.

	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	 

                                                                                ●    Depositor, to the extent of any material agreement not covered in the prior item

	Item 1.03:  Bankruptcy or Receivership	 

                                                                                                                         ●    Depositor




 






     Exhibit DD-2


     


    

 


	Item on Form 8-K	Party Responsible 



	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	


         

        ●    Depositor

         

        ●    Certificate Administrator

        


	Item 3.03:  Material Modification to Rights of Security Holders	 

                                                                                ●    Certificate Administrator

	Item 5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	 

                                                                                ●    Depositor

	Item 6.01:  ABS Informational and Computational Material	 

                                                                                ●    Depositor

	Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	


         

        ●    Trustee

         

        ●    Depositor

        


	Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	


         

        ●    Certificate Administrator

         

        Master Servicer or Special Servicer, as the case may be (in each case, as to itself)

        


	Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	


         

        ●    Master Servicer

         

        ●    Special Servicer

         

        ●    Certificate Administrator

         

        ●    Depositor

        


	Item 6.03:  Change in Credit Enhancement or External Support	


         

        ●    Depositor

         

        ●    Certificate Administrator

        


	Item 6.04:  Failure to Make a Required Distribution	 

                                                                                ●    Certificate Administrator

	Item 6.05:  Securities Act Updating Disclosure	 

                                                                                ●    Depositor

	Item 7.01:  Regulation FD Disclosure	 

                                                                                ●    Depositor




 






     Exhibit DD-3


     


    

 


	Item on Form 8-K	Party Responsible 



	Item 8.01:  Other Events	 

                                                                                ●    Depositor

	
         

        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation
        S-K)

        
	 

                                                                                ●    Not applicable

	
         

        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement, liquidation
        or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Depositor

	
         

        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Depositor

	
         

        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

        
	


         

        ●    Certificate Administrator

         



        provided, in each case, that this shall in no event
        be construed to make such party responsible for the initial filing of this Agreement

        

	
         

        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant regarding non-reliance
        on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 14):

        

        

        
	 

                                                                                ●    Not Applicable




 






     Exhibit DD-4


     


    

 


	Item on Form 8-K	Party Responsible 



	Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)	 
	
         

        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit No. 16 of
        Item 601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit No. 17 of Item
        601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders (Exhibit No.
        20 of Item 601 of Regulation S-K)

        
	 

                                                                                ●    Not Applicable

	
         

        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.

        
	 

                                                                                ●    Depositor

	
         

        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.

        
	 

                                                                                ●    Certificate Administrator

	
         

        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)

        
	 

                                                                                ●    Not Applicable.

	
         

        Item 15: Exhibits (no. 100)

        

        

        
	 

                                                                                ●    Not Applicable.




 






     Exhibit DD-5


     


    

 


	Item on Form 8-K	Party Responsible 



	XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).	 



 



     Exhibit DD-6


     


    

 


EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO


cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2018-B8 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8—SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [             ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


 





	 	 	 
	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 





cc: Depositor


 




     Exhibit EE-1


     


    


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


	Property Name	Subservicer Name
	Embassy Suites Anaheim	CBRE Loan Services, Inc.
	590 East Middlefield	CBRE Loan Services, Inc.
	Residence Inn Boise City Center	Berkadia Commercial Mortgage LLC
	5444 & 5430 Westheimer	Holliday Fenoglio Fowler, L.P.
	Safeway Olney	Holliday Fenoglio Fowler, L.P.
	River Hills	Holliday Fenoglio Fowler, L.P.
	The Shoppes of Kemah	Holliday Fenoglio Fowler, L.P.
	3603 Haven	NRC Group, Inc.
	Self Storage Plus Dulles Town Center	Berkadia Commercial Mortgage LLC



 



     Exhibit FF-1


     


    

 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


[LSC TO PROVIDE]


 




     Exhibit GG-1


     


    


 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Benchmark 2018-B8 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates

Series 2018-B8 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [CWCapital
Asset Management LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo
Bank, National Association, as Trustee] (the “Certifying Servicer”), certify to J.P. Morgan Chase Commercial
Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon
this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	 




 


[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION, as Master servicer]

[CWCAPITAL ASSET MANAGEMENT LLC, as Special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 






     Exhibit HH-1


     


    

 





	By:	 	 
	 	Name:	 
	 	Title:	 


 




     Exhibit HH-2


     


    


 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for
assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and
for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


1 Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required to
be issued), if applicable.


 






     Exhibit II-1


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]





	 	 	 
	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 




     Exhibit II-2


     


    


 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:





Commercial Real Estate Finance Council, Inc.





900 7th Street, NW, Suite 820





Washington, DC 20001





Attn: President


 


or by wire transfer to:


 


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





Bank Name: Chase





Bank Address: 80 Broadway, New York, NY 10005





Routing Number: 021000021





Account Number: 213597397


 




     Exhibit JJ-1


     


    


 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL 





INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:





To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: Benchmark 2018-B8, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(g) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	Benchmark
    2018-B8	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark
    2018-B8	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark
    2018-B8	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



     Exhibit KK-1


     


    


 


EXHIBIT LL


 


[Reserved.]


 




     Exhibit LL-1


     


    


 


EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator





9062 Old Annapolis Road





Columbia, Maryland 21045-1951





Attn: Corporate Trust Services (CMBS) Benchmark 2018-B8—SEC
REPORT PROCESSING





E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
11.04 of the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [           ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        

        MM/DD/YYYY

        
	
        Ending Balance as of 

        

        MM/DD/YYYY

        

	Collection Account	 	 
	REO Account	 	 


 






     Exhibit MM-1


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [         ]; email address:  [                   ].





	 	 	 
	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 


cc: Depositor


 




     Exhibit MM-2


     


    


 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

                as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association

                as Master Servicer

10851 Mastin Street





Building 82, Suite 300





Overland Park, Kansas 66210





Attention: Executive Vice President – Division Head





Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


CWCapital Asset Management LLC





        as Special Servicer





7501 Wisconsin Avenue





Suite 500 West,





Bethesda, Maryland 20814





Attention: Brian Hanson (Benchmark 2018-B8)





With a copy sent via email to: CWCAMnoticesBENCHMARK2018-B8@cwcapital.com


 


Pentalpha Surveillance LLC





as Operating Advisor

Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2018-B8—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2018-B8 in the subject line)


 






     Exhibit NN-1


     


    

 


Re:           Benchmark 2018-B8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-B8 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. 


 


This letter is delivered to you, pursuant
to Section 3.23 of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 



		1.	Our
                                         name and address is as follows:






	 	 	 
	 	 	 
	 	 	 


 



Contact Info: [Tel/Email]


 



		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that
                                         we are not affiliated with the Transferor. To the extent that any Control Termination
                                         Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 




“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 






     Exhibit NN-2


     


    

 





	 	 	 
	 	Very truly yours,

	 	 
	 	 	(Transferee)
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 




     Exhibit NN-3


     


    


 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2018-B8 Mortgage Trust



 


Ladies and
Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1,
2018 (the “Pooling and Servicing Agreement”), the undersigned Asset Representations Reviewer (“ARR”)
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed above, will not be required to
take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 





	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,

as Asset Representations Reviewer
	 	 
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




     Exhibit OO-1


     


    


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	 Exhibit OO-2	 



     


    

 


Exhibit A


 


Detailed Scorecard [Template Example Below]


 


	
        Test failures

         

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 



 


     Exhibit OO-3


     


    

 

EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2018-B8 Mortgage Trust



 


Ladies and
Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1,
2018 (the “Pooling and Servicing Agreement”), the undersigned Asset Representations Reviewer (“ARR”)
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every
instance of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 





	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,

as Asset Representations Reviewer
	 	 
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 





 



 


1 This
report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 


 




     Exhibit PP-1


     


    


 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b



 



     Exhibit PP-2


     


    


 


EXHIBIT QQ-A


 


JPMCB ASSET REVIEW PROCEDURES


 




 Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing
Agreement (“PSA”), the Asset Representations Reviewer (“Asset Representations Reviewer”)
shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller only with
respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in this Exhibit QQ if, and only to the extent, the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials
in order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not defined
herein have the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning set forth in
the mortgage loan purchase agreement where JPMCB is the Seller (the “JPMCB Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the JPMCB Mortgage Loan Purchase
Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to 



 






    Exhibit QQ-A-1


     


    

 


such Test if the sole
reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the
Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations
Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner
provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect,
or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations Reviewer will not be required
to review any information other than (1) Review Materials specified in the related Test and (2) if applicable, Unsolicited
Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information relevant to
the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information, the Asset Representations
Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred to in the applicable
Test(s) procedure when making a determination as to whether there is a Test pass.


 






    Exhibit QQ-A-2


     


    

 





 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        1.    Complete
        Servicing File. All documents comprising the Servicing File will be or have been delivered to the Master Servicer with respect
        to each JPMCB Mortgage Loan by the deadlines set forth in the PSA and/or MLPA.
	
         

        1
	
         

        Review the Servicing File to determine if it includes
        a signed custodian certification that does not contain any exceptions reported. If so determined, it will be a Test pass.
	
         

        Servicing File; Custodian certification

	
         

        2.    Whole
        Loan; Ownership of Mortgage Loans. Except with respect to each JPMCB Mortgage Loan that is part of a Whole Loan, each JPMCB
        Mortgage Loan is a whole loan and not an interest in a JPMCB Mortgage Loan. Each JPMCB Mortgage Loan that is part of a Whole Loan
        is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan. Immediately prior to the sale,
        transfer and assignment to depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the
        Mortgage Loan Seller or, with respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced Trustee), participation
        (other than with respect to Serviced JPMCB Mortgage Loans) or pledge, and the Mortgage Loan Seller had good and marketable title
        to, and was the sole owner of, each JPMCB Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations
        (other than with respect to agreements among noteholders with respect to a Whole Loan) (subject to certain agreements regarding
        servicing and/or defeasance successor borrower rights as provided in the Pooling and Servicing Agreement, subservicing agreements
        permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the the Master
        Servicer and the Mortgage Loan Seller), any other ownership interests and other interests on, in or to such JPMCB Mortgage Loan
        (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA, subservicing
        agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between
        the Master Servicer and the Mortgage Loan Seller). The Mortgage Loan Seller has full right and authority to sell, assign and transfer
        each JPMCB Mortgage Loan, and the assignment to depositor constitutes a legal, valid and binding assignment of such JPMCB Mortgage
        Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such JPMCB Mortgage
        Loan (subject to certain agreements regarding servicing
	
         

        2a
	
         

        Except with regard to each JPMCB Mortgage Loan that
        is part of a Whole Loan, review the amounts listed on the original Mortgage Note and Mortgage to determine if they match the amounts
        listed on the Mortgage Loan Schedule. If the amounts are the same, then such JPMCB Mortgage Loan would be considered a whole loan.
        If there is more than one property then the Mortgage for each property would be need to be aggregated. If so determined, it will
        be a Test pass.
	
         

        Mortgage Note; Mortgage; Mortgage Loan Schedule

	
         

        2b
	
         

        If the JPMCB Mortgage Loan is a Serviced Mortgage
Loan or Non-Serviced Mortgage Loan, review the Mortgage(s), Mortgage Note, loan agreement related to the JPMCB Mortgage Loan (“Loan
Agreement”), JPMCB Mortgage Loan guaranty, Assignment of Leases, and Environmental Indemnification Agreement (collectively,
the “Mortgage Loan Documents”) or intercreditor agreement to determine if it is a senior portion (or a pari
passu portion of a senior portion) of a whole Mortgage Loan. If so determined, it will be a Test pass.
	
         

        JPMCB Mortgage Loan Documents; Intercreditor agreement

	
         

        2c
	
         

        Review any notice previously delivered by the master
        servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively,
        the “MS Servicer Notices”) for a notation or other indication of any claim or assertion regarding the Mortgage
        Loan Seller not having good and marketable title to, or not being the sole owner of, the JPMCB Mortgage Loan, free and clear of
        any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among Mortgage Noteholders
        with respect to a Whole Loan), any other ownership interests and other interests on, in or to such JPMCB Mortgage Loan (subject
        to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the PSA,
	
         

        MS Servicer Notices



 




    Exhibit QQ-A-3


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        and/or defeasance successor borrower rights as
        provided in the PSA, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement,
        dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller).
	 	subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller).  If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        2d
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell,
        assign and transfer the JPMCB Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        2e
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion regarding the assignment to the Depositor not constituting a legal,
        valid and binding assignment of such JPMCB Mortgage Loan as described in the last sentence of representation and warranty 2. If
        such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        3.    Loan
        Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other
        agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such JPMCB Mortgage
        Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse
        provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
        legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i)
        bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’
        rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in
        equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions
        requiring the payment of default interest, late fees or prepayment/yield maintenance premiums) may be further limited or rendered
        unenforceable by applicable law) (clauses (i) and (ii) collectively, the “Insolvency Qualifications”).
	
         

        3a
	
         

        Review the opinion of Borrower’s counsel (“Borrower’s
        Counsel Opinion”) to determine if it contains language indicating that the related Mortgage Note, Mortgage, assignment
        of leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor
        or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor
        or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state
        anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
        except as specified in representation and warranty 3. If so determined, it will be a Test pass.
	
         

        Borrower’s Counsel

        Opinion

	
         

        3b
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion regarding rights of offset, defenses, counterclaims or rights of rescission available
        to the related Borrower with respect to any of the
	
         

        MS Servicer Notices



 




    Exhibit QQ-A-4


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        Except as set forth in the immediately preceding
        sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect
        to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid
        offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination
        of the JPMCB Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note,
        Mortgage or other Mortgage Loan documents.
	 	related Mortgage Notes, Mortgages or other Mortgage Loan Documents, except with respect to any Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        4.    Mortgage
        Provisions. The Mortgage Loan documents for each JPMCB Mortgage Loan contain provisions that render the rights and remedies
        of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security
        intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations
        set forth in the Insolvency Qualifications.
	
         

        4
	
         

        Review the Mortgage Loan Documents and Borrower’s
        Counsel Opinion to determine if the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder
        thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended
        to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations
        set forth in the Insolvency Qualifications. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents; Borrower’s Counsel
        Opinion

	
         

        5.    Hospitality
        Provisions. The Mortgage Loan documents for each JPMCB Mortgage Loan that is secured by a hospitality property operated pursuant
        to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such
        property enforceable by the Issuing Entity against such franchisor, either directly or as an assignee of the originator. The Mortgage
        or related security agreement for each JPMCB Mortgage Loan secured by a hospitality property creates a security interest in the
        revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.
	
         

        5a
	
         

        Review the appraisals to determine if any of the properties
        are specifically identified as hospitality properties. If so, review the Mortgage File to determine if there exists a franchise
        agreement and executed comfort letter or other similar agreement signed by the Borrower and franchisor that is enforceable by the
        Issuing Entity against such franchisor, either directly or as an assignee of the originator. If so determined with respect to each
        part of the Test, it will be a Test pass.
	
         

        Appraisal; franchise agreement; Comfort letter or
        similar agreement signed by or from such franchisor

	
         

        5b
	
         

        If the appraisals specifically identify any Mortgaged
        Properties as hospitality properties, review the security agreement for each Mortgaged Property to determine if there are provisions
        related to creating a security interest in the revenues of such property. Also, review the Mortgage File to determine if there
        exist filed copies (bearing evidence of filing) or evidence of filing of any related UCC financing
	
         

        UCC filing; Appraisal; Mortgage File



 




    Exhibit QQ-A-5


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	
        statements, related amendments and continuation statements.

        If so determined with respect to each part of
        this Test, it will be a Test pass.
	 
	
         

        6.    Mortgage
        Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File
        or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage
        Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated
        or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related
        Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation
        of such Mortgaged Property; and (c) neither Mortgagor nor guarantor has been released from its obligations under the JPMCB Mortgage
        Loan. The material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not
        been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect since November 21, 2018.
	
         

        6a
	
         

        Review the Mortgage Loan Documents and MS Servicer
        Notices to determine if the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled,
        subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File. If not so determined,
        it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        6b
	
         

        Review the MS Servicer Notices and Mortgage Loan Documents
        to determine if a related mortgaged property, or any portion thereof, has been released from the lien of the related Mortgage in
        any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of such
        Mortgaged Property. If not so determined, it will be a Test pass.
	
         

        MS Servicer Notices; Mortgage Loan Documents

	
         

        6c
	
         

        Review the MS Servicer Notices
        for a notation or other indication that either the Borrower or Guarantor has been released from its obligations under any JPMCB
        Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        6d
	
         

        Review the Mortgage Loan Documents and MS Servicer
        Notices to determine if the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled,
        subordinated or rescinded in any respect since November 21, 2018. If not so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        7.    Lien;
        Valid Assignment. Subject to the Insolvency Qualifications, each endorsement and assignment of Mortgage and assignment of Assignment
        of Leases (if a separate instrument from the Mortgage) to the Issuing Entity (or, with respect to any Non-Serviced JPMCB Mortgage
        Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding endorsement or assignment to the Issuing Entity
        (or, with respect to any Non-Serviced JPMCB Mortgage Loan,
	
         

        7a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion regarding any endorsement and assignment of Mortgage and Assignment
        of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, subject to the Insolvency
        Qualifications. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 


    Exhibit QQ-A-6


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        to the related Non-Serviced Trustee). Each
        related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related
        Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage
        Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such JPMCB Mortgage Loan or allocated
        loan amount (subject only to Permitted Encumbrances (as defined below)), except as the enforcement thereof may be limited by
        the Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances) as of origination was, and as of
        the Cut-off Date to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens,
        recorded materialmen’s liens and other recorded encumbrances, and to the Mortgage Loan Seller’s knowledge and
        subject to the rights of tenants, no rights exist which under law could give rise to any such lien or encumbrance that would
        be prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s title
        insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and
        delivered in connection with the JPMCB Mortgage Loan establishes and creates a valid and enforceable lien on property
        described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications
        subject to the limitations described in representation and warranty 11 below. Notwithstanding anything herein to the
        contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the
        extent that possession or control of such items or actions other than the filing of Uniform Commercial Code
        financing statements is required in order to effect such perfection.

         

        The assignment of the JPMCB Mortgage Loans to the
        Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the JPMCB Mortgage Loans to the Depositor
        free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided
        in the PSA, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the
        Closing Date, between the Master Servicer and the Mortgage Loan Seller).
	
         

        7b
	
         

        Review the Mortgage for each property and the Assignment
        of Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable
        without the consent of the related Borrower. If no such provision is found, it will be a Test pass.
	
         

        Mortgage; Assignment of

        Leases

	
         

        7c
	
         

        Review the title policy (as defined in representation
        and warranty 8, the “Title Policy”) to determine if the Mortgage is a first lien on the Borrower’s interest
        in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount of the JPMCB Mortgage Loan or allocated
        loan amount to determine they are equivalent. If each such determination is made, it will be a Test pass.
	
         

        Title Policy

	
         

        7d
	
         

        Review the Title Policy to determine if the Mortgaged
        Property was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.
        If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7e
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge
        that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and
        other recorded encumbrances. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        7f
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could
        give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which
        are insured against by a lender’s title insurance policy. If such a notation or other indication is not found, it will be
        a Test pass.
	
         

        MS Servicer Notices

	
         

        7g
	
         

        Review the Title Policy to determine if any security
        agreement, chattel mortgage or equivalent document related to and delivered in connection with the JPMCB Mortgage
	
         

        Title Policy



 




    Exhibit QQ-A-7


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in representation and warranty 11 below.  The foregoing excludes the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of a UCC financing statements is required in order to effect such perfection.  If so determined, it will be a Test pass.	 
	
         

        7h
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that the Mortgage Loan Seller did not have good and marketable title free and clear
        of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        7i
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that the Mortgage Loan Seller was not the sole owner of any JPMCB Mortgage Loan, or
        that the JPMCB Mortgage Loan was not free and clear of any pledge, lien, encumbrance or security interest. If such a notation or
        other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        7j
	
         

        Review the MS Servicer Notices for a notation or other
        indication of claim or assertion that the assignment did not validly and effectively transfer and convey all legal and beneficial
        ownership of any JPMCB Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest. If
        such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        8.    Permitted
        Liens; Title Insurance. Each Mortgaged Property securing a JPMCB Mortgage Loan is covered by an American Land Title Association
        loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
        (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked
        up”
	
         

        8a
	
         

        Review the Title Policy to determine if it is an American
        Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in
        the applicable jurisdiction. Review to determine if the amount of the policy covers the amount of the JPMCB Mortgage Loan, or for
        multiple properties, an amount equal
	
         

        Title Policy; Mortgage

        Loan Documents



 




    Exhibit QQ-A-8


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such JPMCB Mortgage Loan (or with respect to a JPMCB Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property which the Mortgage Loan documents do not require to be subordinated to the lien of such Mortgage; and (f) if the related JPMCB Mortgage Loan constitutes a cross-collateralized JPMCB Mortgage Loan, the lien of the Mortgage for another JPMCB Mortgage Loan contained in the same cross-collateralized group, provided that none of which items (a) through (f), individually or in the aggregate, materially interferes with the value, current use or operation of the Mortgaged Property or the security intended to be provided by such Mortgage or with the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related JPMCB Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the JPMCB Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.  Each Title Policy contains no exclusion for, or affirmatively insures (except for	 	to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	 
	
         

        8b
	
         

        Review the Title Policy to determine
        if the first-priority lien of the Mortgage is subject only to Permitted Encumbrances. If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        8c
	
         

        Review the Title Policy to determine if any Permitted
        Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as
        contemplated by item (f) in the definition of Permitted Encumbrances. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        8d
	
         

        Review the Title Policy and MS Servicer Notices for
        a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid
        or that claims have been made by any Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test
        pass.
	
         

        Title Policy; MS Servicer

        Notices

	
         

        8e
	
         

        Review the MS Servicer Notices
        for a notation or other indication that the Mortgage Loan Seller, or any other holder of the JPMCB Mortgage Loan, has done, by
        act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is
        not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        8f
	
         

        Review the Title Policy to determine if the Title
        Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such
        affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property shown on the survey
        is the same as the property legally described in the Mortgage. If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        8g
	
         

        Review the Title Policy to determine if the Title
        Policy contains no exclusion for, or affirmatively insures (except
	
         

        Title Policy



 




    Exhibit QQ-A-9


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage, and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.	 	
        for any Mortgaged Property located in a jurisdiction where

        such affirmative insurance is not available in which
        case such exclusion may exist), to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels
        are contiguous. If so determined, it will be a Test pass.
	 
	
         

        9.    Junior
        Liens. It being understood that B notes secured by the same Mortgage as a JPMCB Mortgage Loan are not subordinate mortgages
        or junior liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged Property. The Mortgage Loan
        Seller has no knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests
        in the Mortgagor.
	
         

        9a
	
         

        Review the Title Policy to determine if there is
        any subordinate mortgage or junior lien encumbering the Mortgaged Property. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        9b
	
         

        Review the MS Servicer Notices for a notation or
        other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt related to the Mortgaged Property and secured
        directly by the ownership interests in the Borrower. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        10.  Assignment of Leases
        and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated
        into the related Mortgage). Each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid
        first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license
        granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or
        leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency
        Qualifications; no person other than the related Mortgagor owns any interest in any payments due under such lease or leases that
        is superior to or of equal priority with the lender’s interest therein. The related Mortgage or related Assignment of Leases,
        subject to applicable law, provides for, upon an event of default under the JPMCB Mortgage Loan, a receiver to be appointed for
        the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly
        to the mortgagee.
	
         

        10a
	
         

        Review the Mortgage File to
        determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage
        File. If so determined, it will be a Test pass.
	
         

        Mortgage File; Mortgage; Assignment of Leases

	
         

        10b
	
         

        Review the Title Policy to determine if the Mortgage,
        or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid
        first- priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license
        granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or
        leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency
        Qualifications; and to determine that no person other than the related Borrower owns any interest in any payments due under such
        lease or leases that is superior to or of equal priority with the lender’s interest therein. If so determined with respect
        to each part of this Test, it will be a Test pass.
	
         

        Title Policy



 




    Exhibit QQ-A-10


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	
         

        10c
	
         

        Review the Title Policy
to determine if any person other than the Borrower owns any interest in any payments due under such lease or leases that is superior
to or of equal priority with the lender’s interest therein. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        10d
	
         

        Review the Assignment of Leases (either as a separate
        instrument or incorporated into the related Mortgage) to determine if the Mortgage, or related Assignment of Leases, provides that
        upon an event of default under the JPMCB Mortgage Loan, a receiver is to be appointed for the collection of rents or for the related
        mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee. If so determined, it
        will be a Test pass.
	
         

        Mortgage; Assignment of

        Leases

	
         

        11.  Financing Statements.
        Each JPMCB Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement
        has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary to perfect
        a valid security interest in, the personal property (the creation and perfection of which is governed by the UCC) owned by the
        Mortgagor and necessary to operate any Mortgaged Property in its current use other than (1) non-material personal property, (2)
        personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing
        statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3
        assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which
        such financing statement was filed.
	
         

        11a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other
        indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        11b
	
         

        Review the MS Servicer Notices for notation or other
        indication that the UCC-1 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is
        not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        12.
         Condition of Property. The Mortgage Loan Seller or the originator of the JPMCB Mortgage Loan inspected or caused
        to be inspected each related Mortgaged Property within four months of origination of the JPMCB Mortgage Loan and within
        twelve months of the Cut-off Date.

         

        An engineering report or property
        condition assessment was prepared in connection with the origination of each JPMCB Mortgage Loan no
	
         

        12a
	
         

        Review the engineering report or property
condition assessment in the Mortgage File to determine if it is dated within four months of the origination date, and within twelve
months of the Cut-off Date. If so determined, it will be a Test pass.
	
         

        Engineering report; Property condition assessment

	
         

        12b
	
         

        Review the engineering report
        or property condition assessment in the Mortgage File to determine if it was dated
	
         

        Engineering report; Property condition



 




    Exhibit QQ-A-11


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        more than twelve months prior to the Cut-off Date,
        which indicates that, except as set forth in such engineering report or with respect to which repairs were required to
        be reserved for or made, all building systems for the improvements of each related Mortgaged Property are in good working
        order, and further indicates that each related Mortgaged Property (a) is free of any material damage, (b) is in good repair
        and condition, and (c) is free of structural defects, except to the extent (i) any damage or deficiencies that would not
        materially and adversely affect the use, operation or value of the Mortgaged Property or the security intended to be provided
        by such Mortgage or repairs with respect to such damage or deficiencies estimated to cost less than $50,000 in the aggregate
        per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows in an aggregate amount consistent with the
        standards utilized by the Mortgage Loan Seller with respect to similar loans it originates for securitization have been
        established, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs. The
        Mortgage Loan Seller has no knowledge of any material issues with the physical condition of the Mortgaged Property that the
        Mortgage Loan Seller believes would have a material adverse effect on the use, operation or value of the Mortgaged Property
        other than those disclosed in the engineering report and those addressed in sub- clauses (i), (ii) and (iii) of the preceding
        sentence.
	 	
        no more than 12 months prior to the Cut-off
        Date. Review the engineering report to confirm that all building systems for the improvements of each Mortgaged Property
        being in good working order, and free of material damage. If so determined with respect to each part of the Test, it will be
        a Test pass.
	assessment
	
         

        12c
	
         

        Review the engineering report or property condition assessment
        in the Mortgage File dated no more than 12 months prior to the Cut-off Date to determine if it provides that each related Mortgaged
        Property is free of structural defects, except to the extent: (i) any damage or deficiencies that would not materially and adversely
        affect the use, operation or value of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs
        with respect to such damage or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such
        repairs have been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan
        Seller with respect to similar loans it originates for securitization have been established, which escrows will in all events be
        in an aggregate amount not less than the estimated cost of such repairs. If so determined, it will be a Test pass.
	
         

        Engineering report; Property condition assessment

	
         

        12d
	
         

        Review the MS Servicer Notices
        for a notation or other indication that the Mortgage Loan Seller had knowledge of material issues with the physical condition of
        the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the use, operation or value
        of the Mortgaged Property other than those disclosed in the most recently dated engineering report and those addressed in sub-
        clauses (i), (ii) and (iii) of representation and warranty 12. If such a notation or other indication is not found, it will be
        a Test pass.
	
         

        MS Servicer Notices

	
         

        13.  Taxes and Assessments.
        As of the date of origination and as of the Closing Date, all taxes and governmental assessments and other outstanding governmental
        charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged
	
         

        13a
	
         

        Review the MS Servicer Notices
        for a notation or other indication that all taxes and governmental assessments and other outstanding governmental charges due with
        respect to the Mortgaged Property securing a JPMCB Mortgage Loan
	
         

        MS Servicer Notices



 




    Exhibit QQ-A-12


     


    






 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Property (excluding any related personal property) securing a JPMCB Mortgage Loan that is or if left unpaid could become a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that became due and delinquent and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real property taxes, governmental assessments and other outstanding governmental charges shall not be considered delinquent until the date on which interest and/or penalties would be payable thereon.	 	(including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) as of the Closing Date have been paid, and if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        13b
	
         

        Review the MS Servicer Notices
        for a notation or other indication that all taxes and governmental assessments and other outstanding governmental charges (including,
        without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property)
        were current as of the Closing Date. If such a notation or other indication is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        14.  Condemnation.
        As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing Date, there is no proceeding
        pending or threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect
        on the use or operation of the Mortgaged Property.
	
         

        14
	
         

        Review the MS Servicer Notices for a notation or other
        indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the origination
        date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Closing Date of any such proceeding.
        If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        15.   Actions Concerning
        Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing Date, there
        was no pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
        guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a)
        title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform
        under the related JPMCB Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the use, operation
        or value of the Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents,
        (g) the current ability of the Mortgaged Property to generate net cash flow
	
         

        15a
	
         

        Review the Mortgage Loan Documents, the Borrower’s
        Counsel Opinion and the MS Servicer Notices for an indication of pending, filed or threatened action, suit or proceeding, arbitration
        or governmental investigation involving any Borrower, guarantor, or Mortgaged Property that existed on the origination date, and
        review the Diligence File and the MS Servicer Notices to determine if the Mortgage Loan Seller’s had knowledge of same as
        of the Closing Date. If such an indication is not found with respect to each part of this Test, it will be a Test pass.
	
         

        Mortgage Loan Documents; Borrower’s Counsel
        Opinion; MS Servicer Notices; Diligence File

	
         

        15b
	
         

        Based on the MS Servicer Notices, determine if an
        adverse outcome of any such pending, filed or threatened action, suit
	
         

        MS Servicer Notices



 




    Exhibit QQ-A-13


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	sufficient to service such JPMCB Mortgage Loan, or (h) the current principal use of the Mortgaged Property.	 	or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Mortgaged Property would adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15.  If any such adverse outcome would not adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15, it will be a Test pass.	 
	
         

        16.  Escrow Deposits.
        All escrow deposits and payments required pursuant to each JPMCB Mortgage Loan (including capital improvements and environmental
        remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no
        deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the
        right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to depositor
        or its servicer (or, with respect to any Non- Serviced JPMCB Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced
        Master Servicer) and identified as such with appropriate detail. Any and all requirements under the JPMCB Mortgage Loan as to completion
        of any material improvements and as to disbursements of any funds escrowed for such purpose, which requirements were to have been
        complied with on or before Closing Date, have been complied with in all material respects or the funds so escrowed have not been
        released unless such release was consistent with proper and prudent commercial mortgage servicing practices or such released funds
        were otherwise used for their intended purpose. No other escrow amounts have been released except in accordance with the terms
        and conditions of the related Mortgage Loan documents.
	
         

        16a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any escrow deposits and payments required pursuant to the JPMCB Mortgage Loan not in the
        servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        16b
	
         

        Review the Servicing File and the MS Servicer Notices
        to determine if all escrows and deposits required pursuant to the JPMCB Mortgage Loan have been conveyed to the depositor or its
        servicer (or, with respect to any Non- Serviced JPMCB Mortgage Loan, to the related Non- Serviced Depositor or Non-Serviced Master
        Servicer). If so determined, it will be a Test pass.
	
         

        Servicing File; MS Servicer Notices

	
         

        16c
	
         

        Review the Servicing File and the MS Servicer Notices
        for a notation or other indication that the requirements under the JPMCB Mortgage Loan as to completion of any material improvements
        and as to disbursements of any funds escrowed for such purpose on or before the Closing Date have not been complied with in all
        material respects. If such a notation or other indication is not found, it will be a Test pass.
	
         

        Servicing File; MS Servicer Notices

	
         

        16d
	
         

        Review the Servicing File and the MS Servicer Notices
        to determine if an escrow release has been made that was not in accordance with the terms of the Mortgage Loan Documents. If not
        so determined, it will be a Test pass.
	
         

        Servicing File; MS Servicer Notices

	
         

        17.  No Holdbacks. The
        principal amount of the JPMCB Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date
        and there is no requirement for future advances thereunder (except in those cases where the full amount of the
	
         

        17a
	
         

        Review the Mortgage Loan Schedule,
        Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the JPMCB Mortgage Loan
        was fully disbursed as of the Closing Date. If so
	
         

        Mortgage Loan Schedule; Loan Agreement; Mortgage
        Note; Origination settlement



 




    Exhibit QQ-A-14


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	JPMCB Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property).	 	determined, it will be a Test pass.	statement
	
         

        17b
	
         

        Review the Mortgage Loan Documents to determine if
        there is no requirement for future advances by the lender. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        18.  Insurance. Each
        related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing
        coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form”
        that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and
        having a claims-paying or financial strength rating of at least “A-:VIII” (for a JPMCB Mortgage Loan with a principal
        balance below $35 million) and “A:VIII” (for a JPMCB Mortgage Loan with a principal balance of $35 million or more)
        from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from
        S&P Global Ratings (collectively the “Insurance Rating Requirements”), in an amount not less than the lesser
        of (1) the original principal balance of the JPMCB Mortgage Loan and (2) the full insurable value on a replacement cost basis of
        the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property
        (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements
        as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

         

        Each related Mortgaged Property is
        also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental
        loss insurance which (i) covers a period beginning on the date of loss and continuing until the earlier to occur of
        restoration of the Mortgaged Property or the expiration of 12 months (or with respect to each JPMCB Mortgage Loan with a
        principal balance of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance of $50 million
        or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss sustained (or in
        certain cases, an amount sufficient to cover the period set forth in (i) above) during restoration.
	
         

        18a
	
         

        Review the insurance consultant report to determine
        if it shows that the Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with
        coverage found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation
        issued by an insurer meeting the requirements of the Mortgage Loan Documents and the Insurance Rating Requirements, in an amount
        not less than the lesser of (1) the original principal balance of any JPMCB Mortgage Loan and (2) the full insurable value on a
        replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included
        in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged
        Property. If so determined, it will be a Test pass.
	
         

        Insurance Consultant

        Report

	
         

        18b
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 18a above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        18c
	
         

        Review the Mortgage Loan Documents for provisions
        requiring business interruption or rental loss insurance that (i) covers a period beginning on the date of loss and continuing
        until the earlier to occur of restoration of the Mortgaged Property or the expiration of 12 months (or with respect to a JPMCB
        Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance
        of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss sustained
        (or in certain cases, an amount sufficient to cover the period set forth in clause (i) above) during restoration. If such provisions
        are found, it
	
         

        Mortgage Loan

        Documents



 




    Exhibit QQ-A-15


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        If any material part of the
        improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the
        Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in
        the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount
        as-is generally required by the Mortgage Loan Seller originating mortgage loans for securitization.

         

         If windstorm and/or windstorm
        related perils and/or “named storms” are excluded from the primary property damage insurance policy, the Mortgaged
        Property is insured by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or
        endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal to
        100% of the full insurable value on a replacement cost basis of the Improvements and personalty and fixtures owned by the Mortgagor
        and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

         

        The Mortgaged Property is covered,
        and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy
        issued by an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage
        and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans
        originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering
        consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the
        structural and seismic condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”)
        for the Mortgaged Property in the event of an earthquake. In such instance, the PML or equivalent was based on a 475-year return
        period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the PML or equivalent
        would exceed 20% of the amount of the
	 	will be a Test pass.	 
	
         

        18d
	
         

        Review the Mortgage Loan Documents to determine if
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in
        the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is required
        to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood
        coverage in an amount as is generally required by the Mortgage Loan Seller originating Mortgage Loans for securitization. If so
        determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        18e
	
         

        Review the insurance consultant report to determine
        if windstorm and/or windstorm related perils and/or “named storms” are excluded from coverage. If so, review Diligence
        File to determine if the property is covered by a windstorm insurance policy covering damage from windstorm and/or windstorm related
        perils and/or “named storms” are excluded from the primary property damage insurance policy, which policy is issued
        by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related
        perils and/or named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the
        Improvements and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property by an insurer meeting
        the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Insurance Consultant

        Report; Diligence File

	
         

        18f
	
         

        Review the insurance consultant report dated before
        the Cut- off Date to determine if it covers the property and is issued by an insurer meeting the Insurance Rating Requirements
        including broad-form coverage for property damage, contractual damage and personal injury (including bodily injury and death) in
        amounts as are generally required by any Mortgage Loan Seller for loans originated for securitization, and in any event not less
        than $1 million per occurrence and
	
         

        Insurance Consultant

        Report



 




    Exhibit QQ-A-16


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        replacement costs of the improvements, earthquake insurance
        on such

        Mortgaged Property was obtained by an insurer rated
        at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service,
        Inc. or “A-” by S&P Global Ratings in an amount not less than 100% of the PML or the equivalent.

         

        The Mortgage Loan documents
        require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of
        the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of
        the related JPMCB Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
        as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such JPMCB Mortgage Loan
        together with any accrued interest thereon.

         

        All premiums on all insurance
        policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name
        the lender under the JPMCB Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or,
        in the case of the general liability insurance policy, as named or additional insured. Each related JPMCB Mortgage Loan obligates
        the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to
        maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance
        policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or
        cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or
        cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other
        than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
	 	$2 million in the aggregate.  If so determined, it will be a Test pass.	 
	
         

        18g
	
         

        Review the property condition assessment to determine
        if the properties are located in a seismic zone 3 or 4. If such indication is found, review the seismic engineering study to determine
        if it has been performed by an architectural or engineering consultant, for the sole purpose of assessing the PML for the Mortgaged
        Property in the event of an earthquake, based on a 475-year return period, an exposure period of 50 years and a 10% probability
        of exceedance. If so determined, it will be a Test pass.
	
         

        Property condition assessment; Seismic engineering
        study

	
         

        18h
	
         

        Review the most recent seismic
        engineering study or Insurance Consultant Report to determine if the PML or equivalent would exceed 20% of the amount of the replacement
        costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so
        determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent)
        from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should be not less
        than 100% of the PML or the equivalent. If so determined, the ratings are adequate, and the insurance amount is not less than 100%
        of the PML or the equivalent, it will be a Test pass.
	
         

        Seismic engineering study; Insurance Consultant Report

	
         

        18i
	
         

        Review the Mortgage Loan Documents for provisions
        requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part
        of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount
        of the JPMCB Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the
        repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such JPMCB Mortgage Loan together
        with any accrued interest thereon. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents



 




    Exhibit QQ-A-17


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	
         

        18j
	
         

        Review the MS Servicer Notices for a notation or
        other indication that insurance premiums were not current as of the Cut-off Date. If no such a notation or other indication is
        found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        18k
	
         

        Review the insurance consultant report to determine
        if the insurance policies name the lender under any JPMCB Mortgage Loan and its successors and assigns as a loss payee under a
        mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined,
        it will be a Test pass.
	
         

        Insurance Consultant

        Report

	
         

        18l
	
         

        Review the insurance consultant report to determine
        if the insurance will inure to the benefit of the trustee. If so determined, it will be a Test pass.
	
         

        Insurance Consultant

        Report

	
         

        18m
	
         

        Review the Mortgage Loan Documents
        to determine if any JPMCB Mortgage Loan obligates the Borrower to maintain all such insurance and, at such Borrower’s failure
        to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower
        for related premiums. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        18n
	
         

        Review the insurance consultant report to determine
        if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender
        of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender
        of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for
        any reason other than non-payment of a premium. If so determined, it will be a Test pass.
	
         

        Insurance Consultant

        Report

	
         

        18o
	
         

        Review the MS Servicer Notices
        for a notation or other indication that any notice described in Test 18n may have been received by the Mortgage Loan Seller. If
        such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices





    Exhibit QQ-A-18


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        19.  Access; Utilities; Separate
        Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road,
        or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b)
        is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities,
        all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels
        which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related
        Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority
        for creation of separate tax lots, in which case the JPMCB Mortgage Loan requires the Mortgagor to escrow an amount sufficient
        to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.
	
         

        19a
	
         

        Review the zoning report to determine if each Mortgaged
        Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable
        easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.
	
         

        Zoning report

	
         

        19b
	
         

        Review the zoning report to determine if each Mortgaged
        Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required
        utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.
	
         

        Zoning report

	
         

        19c
	
         

        Review the Title Policy to
        determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not
        part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged
        Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax
        lots, in which case any JPMCB Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing
        tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test
        pass.
	
         

        Title Policy

	
         

        20.
        No Encroachments. To the Mortgage Loan Seller’s knowledge and based solely on surveys obtained in connection with
        origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary
        title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each
        JPMCB Mortgage Loan, (a) all material improvements that were included for the purpose of determining the appraised value of the
        related Mortgaged Property at the time of the origination of such JPMCB Mortgage Loan are within the boundaries of the related
        Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such
	
         

        20a
	
         

        Review the survey and Title Policy to determine if
        all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the
        time of the origination of such JPMCB Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
        that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions
        of the most recently dated Title Policy. If so determined, it will be a Test pass.
	
         

        Survey; Title Policy

	
         

        20b
	
         

        Review the survey and Title Policy
        to determine if there exist improvements on adjoining parcels that encroach onto
	
         

        Survey; Title Policy



 


    Exhibit QQ-A-19


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Mortgaged Property, or are insured by applicable provisions of the Title Policy, (b) no improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the Title Policy and (c) no improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or are insured by applicable provisions of the Title Policy.	 	the Mortgaged Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured by applicable provisions of the most recently dated Title Policy.  If not so determined, it will be a Test pass.	 
	
         

        20c
	
         

        Review the survey or Title Policy to determine if
        there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely
        affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated
        Title Policy. If not so determined, it will be a Test pass.
	
         

        Survey; Title Policy

	
         

        21.  No Contingent Interest
        or Equity Participation. No JPMCB Mortgage Loan has a shared appreciation feature, any other contingent interest feature or
        a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the
        rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.
	
         

        21
	
         

        Review the Mortgage Loan Documents for any shared
        appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide
        for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity
        participation provision. If no such provision or feature found with respect to each part of this Test, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        22.  REMIC. The JPMCB
        Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without
        regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages),
        and, accordingly, (A) the issue price of the JPMCB Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent
        principal amount of the JPMCB Mortgage Loan and (B) either: (a) such JPMCB Mortgage Loan or Whole Loan is secured by an interest
        in real property (including buildings and structural components thereof, but excluding personal property) having a fair market
        value (i) at the date the JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the adjusted issue price of
        the JPMCB Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price
        of the JPMCB Mortgage Loan or Whole Loan on such date, provided that for purposes hereof, the fair market
	
         

        22a
	
         

        Review the origination settlement statement and Mortgage
        Note to determine if the proceeds advanced by the lender did not exceed the stated principal amount of the Mortgage Note. If so
        determined, it will be a Test pass.
	
         

        Origination settlement statement; Mortgage Note

	
         

        22b
	
         

        Review the most recent appraisal
        and Mortgage Loan Documents to determine if (a) the JPMCB Mortgage Loan or Whole Loan is secured by an interest in real property
        (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the
        date such JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any JPMCB Mortgage
        Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the JPMCB
        Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value
	
         

        Appraisal; Mortgage

        Loan Documents





    Exhibit QQ-A-20


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	value of the real property interest must first be reduced by (1) the amount of any lien on the real property interest that is senior to the JPMCB Mortgage Loan and (2) a proportionate amount of any lien that is in parity with the JPMCB Mortgage Loan; or (b) substantially all of the proceeds of such JPMCB Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If the JPMCB Mortgage Loan or Whole Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such JPMCB Mortgage Loan or Whole Loan or (y) satisfies the provisions of either sub- clause (B)(a)(i) above (substituting the date of the last such modification for the date the JPMCB Mortgage Loan or Whole Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the JPMCB Mortgage Loan or Whole Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such JPMCB Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such JPMCB Mortgage Loan or (b) substantially all of the proceeds of such JPMCB Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	
         

        22c
	
         

        Review the MS Servicer Notices
        for an indication or other notation that the Loan was modified prior to the Closing Date, and if so, if the modification was made
        as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably
        foreseeable default of such JPMCB Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence
        of representation and warranty 22 (substituting the date of the last such modification for the date any JPMCB Mortgage Loan was
        originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto. If there
        were any such modifications, and such a notation or other indication is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        22d
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion to the effect that the prepayment premium and yield maintenance charges
        applicable to any JPMCB Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other
        indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        23.  Compliance. The
        terms of the Mortgage Loan documents evidencing such JPMCB Mortgage Loan, comply in all material respects with all applicable local,
        state and federal laws and regulations, and the Mortgage Loan Seller has complied with all material requirements pertaining to
        the origination of the JPMCB Mortgage Loans, including but not limited to, usury and any and all other material
	
         

        23a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion to the effect that the terms of the JPMCB Mortgage Loan do not comply
        with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it
        will be a Test pass.
	
         

        MS Servicer Notices



 




    Exhibit QQ-A-21


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	requirements of any federal, state or local law to the extent non- compliance would have a material adverse effect on the JPMCB Mortgage Loan.	
         

        23b
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination
        of any JPMCB Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state
        or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        23c
	
         

        Review
        the Loan Agreement to determine if it provides that the JPMCB Mortgage Loan complied with usury laws. If so determined, it will
        be a Test pass.
	
         

        Loan Agreement

	
         

        24.  Authorized to do Business.
        To the extent required under applicable law, as of the Closing Date or as of the date that such entity held the Mortgage Note,
        each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged
        Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such JPMCB
        Mortgage Loan.
	
         

        24
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior lender held the Mortgage
        Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each Mortgaged
        Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not
        materially and adversely affect the enforceability of such JPMCB Mortgage Loan. If so determined, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        25.  Trustee under Deed
        of Trust. With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to serve as
        such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable
        law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and except in connection
        with a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related
        Mortgaged Property or related security for such JPMCB Mortgage Loan, no fees are payable to such trustee except for reasonable
        fees paid by the Mortgagor.
	
         

        25a
	
         

        Review the Mortgage Loan Documents
        to determine if a trustee is appointed. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        25b
	
         

        Review the Mortgage Loan Documents for an indication that,
        except in connection with a trustee’s sale after a default by the Borrower or in connection with any full or partial release
        of the Mortgaged Property or related security for such JPMCB Mortgage Loan, no fees are payable to such trustee except for reasonable
        fees paid by the Mortgagor. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        26.  Local Law Compliance.
        To the Mortgage Loan Seller’s knowledge, based solely upon any of a letter from any governmental authorities, a legal opinion,
        an architect’s letter, a zoning consultant’s report, an
	
         

        26a
	
         

        Review the zoning report to
        determine if the improvements located on or forming part of each Mortgaged Property securing a JPMCB Mortgage Loan are in material
	
         

        Zoning report



 




    Exhibit QQ-A-22


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non- conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations, (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property, or (d) title insurance coverage has been obtained for such nonconformity.	 	compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure.  If so determined, it will be a Test pass.	 
	
         

        26b
	
         

        Review the zoning report to determine if any non-conformity
        with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or
        operation of such Mortgaged Property. If so determined, it will be a Test pass.
	
         

        Zoning report

	
         

        26c
	
         

        Review the Mortgage Loan Documents for provisions
        to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the extent necessary
        to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be
        a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        26d
	
         

        If the zoning report indicates that all or any part
        of the Mortgaged Property do not comply with zoning laws, review the insurance consultant report to determine if law and ordinance
        coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property
        to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity.
        If so determined, it will be a Test pass.
	
         

        Zoning report; Insurance

        Consultant Report

	
         

        27.  Licenses and Permits.
        Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates
        of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force and effect, and
        to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation
        of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
        mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy, consents,
        and other approvals are in effect
	
         

        27a
	
         

        Review the Mortgage Loan Documents
        to determine if the Borrower has covenanted to keep all material licenses, permits, franchises, certificates of occupancy, consents,
        and other approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be
        a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        27b
	
         

        Review the Mortgage Loan Documents and the MS Servicer
        Notices for a notation or other indication that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises,
        certificates of occupancy, consents, or other approvals necessary for the operation of the Mortgaged
	
         

        Mortgage Loan Documents; MS Servicer Notices



 




    Exhibit QQ-A-23


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the JPMCB Mortgage Loan or the rights of a holder of the related JPMCB Mortgage Loan.  The JPMCB Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.	 	Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination. If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        27c
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the Borrower to be qualified to do business in the jurisdiction in which the Mortgaged Property is located, and in compliance
        in all material respects with all regulations, zoning and building laws. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        28.  Recourse
        Obligations. The Mortgage Loan documents for each JPMCB Mortgage Loan provide that such JPMCB Mortgage Loan (a) becomes
        full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
        (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de
        minimis) in any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation
        pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in
        by, the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy
        filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or equity interests in Mortgagor
        made in violation of the Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor
        and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the
        Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses
        and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or
        condemnation awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon
        foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event
        of default); (ii) the Mortgagor’s fraud or intentional misrepresentation;
	
         

        28a
	
         

        Review the Mortgage Loan Documents for provisions
        permitting full recourse to the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (a)(i)
        through (a)(iii) of representation and warranty 28. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        28b
	
         

        Review the Mortgage Loan Documents to determine if
        there exist provisions permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set
        forth in clauses (b)(i) through (b)(v) of representation and warranty 28. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents



 




    Exhibit QQ-A-24


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	(iii) willful misconduct by the Mortgagor or guarantor; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of material physical waste at the Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste or acts or omissions of the related Mortgagor, guarantor, property manager or their affiliates, employees or agents.	 	 	 
	
         

        29.  Mortgage Releases.
        The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the
        Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment of not less than
        a specified percentage at least equal to 115% of the related allocated loan amount of such portion of the Mortgaged Property, (b)
        upon payment in full of such JPMCB Mortgage Loan, (c) upon a Defeasance defined in representation and warranty 34 below, (d) releases
        of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on
        the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the
        origination of the JPMCB Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning
        requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding
        clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of
        the subject JPMCB Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the
        subject JPMCB Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the
        Code; or (y) the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral
        on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause
        (x). For purposes of the preceding clause (x), for any JPMCB Mortgage Loan originated after December 6, 2010, if the fair market
        value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that
        is senior to the JPMCB Mortgage
	
         

        29a
	
         

        Review the Mortgage Loan Documents
        to determine if the only conditions under which a property may be released during the life of the loan are as set forth in clauses
        (a) through (e) of the first sentence of representation and warranty 29. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        29b
	
         

        Review the Mortgage Loan Documents to determine if
        any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 29 (i) for JPMCB Mortgage
        Loans originated on or before December 6, 2010, is pursuant to a unilateral option of the Borrower within the meaning of Treasury
        Regulations Section 1.1001-3 or (ii) for JPMCB Mortgage Loans originated after December 6, 2010, is prohibited if the ratio of
        the value of the remaining Mortgaged Property to the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan, as
        applicable, is less than 80% (based solely on the value of the real property securing such JPMCB Mortgage Loan) without a “qualified
        paydown” as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        29c
	
         

        Review the Mortgage Loan Documents
        to determine if there are provisions that provide that, for any JPMCB Mortgage Loan originated after December 6, 2010, in the event
        of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal
        proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the JPMCB Mortgage Loan or Whole
        Loan in an amount not less than
	
         

        Mortgage Loan

        Documents





    Exhibit QQ-A-25


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        Loan and (2) a proportionate amount of any lien on the
        real property that is in parity with, the lien of the JPMCB Mortgage Loan) after the release is not equal to at least 80% of the
        principal balance of the JPMCB Mortgage Loan or JPMCB Whole Loan outstanding after the release, the Mortgagor is required to make
        a payment of principal in an amount not less than the amount required by the REMIC provisions.

         

        In the case of any JPMCB Mortgage Loan originated after
        December 6, 2010, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority
        thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the JPMCB
        Mortgage Loan or JPMCB Whole Loan in an amount not less than the amount required by the REMIC provisions and, to such extent, such
        amount may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately
        after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned
        restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced for any lien senior
        to, and any lien on the real property that is in parity with, the lien of the JPMCB Mortgage Loan) is not equal to at least 80%
        of the remaining principal balance of the JPMCB Mortgage Loan or JPMCB Whole Loan.

         

        In the case of any JPMCB Mortgage Loan originated
        after December 6, 2010, no such JPMCB Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized
        with another JPMCB Mortgage Loan permits the release of cross- collateralization of the related Mortgaged Properties or a portion
        thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements
        of the REMIC provisions.
	 	the amount required by the REMIC Provisions and, to such extent, may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced for any lien senior to, and any lien on the real property that is in parity with, the lien of the JPMCB Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan. If so determined, it will be a Test pass.	 
	
         

        29d
	
         

        Review the Mortgage Loan Documents to determine
        if, for any JPMCB Mortgage Loan originated after December 6, 2010 and is secured by more than one Mortgaged Property or that is
        cross-collateralized with another JPMCB Mortgage Loan, the JPMCB Mortgage Loan does not permit the release of cross-collateralization
        of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, if the ratio of the value of
        the remaining Mortgaged Property to the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan, as applicable, is
        less than 80% (based solely on the value of the real property securing such JPMCB Mortgage Loan) without a “qualified paydown”
        as such term is defined in Revenue Procedure 2010-30. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        30.  Financial Reporting
        and Rent Rolls. Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than
        for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls
        for properties that have leases contributing more
	
         

        30a
	
         

        Review the Mortgage Loan Documents
        to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant
        properties) and annual operating statements. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents





    Exhibit QQ-A-26


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	than 5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each JPMCB Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis and (ii) for each JPMCB Mortgage Loan with an original principal balance greater than $50 million shall be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage.	
         

        30b
	
         

        Review the Mortgage Loan Documents to determine if
        they require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties)
        rent rolls for properties that have leases contributing more than 5% of the in-place base rent. If so determined, it will be a
        Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        30c
	
         

        Review the Mortgage Loan Documents
        to determine if there is more than one Mortgagor with respect to the JPMCB Mortgage Loan, and if so determined, review to determine
        if the annual financial statements for each are required to be in the form of an annual combined balance sheet of the Mortgagor
        entities (and no other entities), together with the related combined statements of operations, members’ capital and cash
        flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis. If so determined
        with respect to each part of this Test, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        30d
	
         

        Review the Mortgage Loan Documents to determine if
        the original principal balance was greater than $50 million, and if so, review the Mortgage Loan Documents to determine if the
        annual financial statements are required to be audited by an independent certified public accountant upon the request of the owner
        or holder of the Mortgage. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        31.  Acts of Terrorism Exclusion.
        With respect to each JPMCB Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption
        policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined
        in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and
        the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from
        coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other JPMCB
        Mortgage Loan, the related special all-risk
	
         

        31a
	
         

        Review the Mortgage Loan Documents
        to determine if the original principal balance was greater than $20 million. If so determined, review the related special-form
        all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) to
        determine if they do not specifically exclude acts of terrorism from coverage, or if they do, there exists in the Diligence File
        a separate terrorism insurance policy related to the Mortgaged Property. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Documents; Insurance Policies; Diligence
        File

	
         

        31b
	
         

        Review the Mortgage Loan Documents to determine if the
	
         

        Mortgage Loan



 




    Exhibit QQ-A-27


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the JPMCB Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each JPMCB Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms.	 	original principal balance was $20 million or less at origination.  If so, review the related special all-risk insurance policy and business interruption policy to determine if they do not, as of the date of origination of the JPMCB Mortgage Loan, specifically exclude acts of terrorism, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  If so determined with respect to each part of this Test, it will be a Test pass.	
        Documents; Insurance

        Policy

	
         

        31c
	
         

        Review the insurance policy to determine if, as of
        the Cut- off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of
        terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism
        insurance policy. If not so determined, it will be a Test pass
	
         

        Mortgage Loan Documents; Insurance Policy

	
         

        31d
	
         

        Review the Mortgage Loan Documents to determine if
        they expressly waive or prohibit the mortgagee from requiring coverage for acts of terrorism, or damages related thereto, except
        to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms. If not so
        determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        32.  Due on Sale or Encumbrance.
        Subject to specific exceptions set forth below, each JPMCB Mortgage Loan contains a “due-on-sale” or other such provision
        for the acceleration of the payment of the unpaid principal balance of such JPMCB Mortgage Loan if, without the consent of the
        holder of the Mortgage and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers
        without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property
        comparable to the related Mortgaged Property, such as transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly
        replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage
        Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or
        indirectly pledged, transferred or sold, other than as related to
	
         

        32a
	
         

        Review the Mortgage Loan Documents
        to determine if there are “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid
        principal balance of such JPMCB Mortgage Loan in the circumstances described in the first sentence of representation and warranty
        32. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        32b
	
         

        Review the Mortgage Loan Documents to determine if
        there are provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer
        or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the
        Mortgagee relative to such transfer or encumbrance. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents



 




    Exhibit QQ-A-28


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	(i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within the parameters of representations and warranties 29 and 34, or (vii) by reason of any mezzanine debt that existed at the origination of the related JPMCB Mortgage Loan, or future permitted mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any JPMCB Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any JPMCB Mortgage Loan that is cross-collateralized and cross-defaulted with another JPMCB Mortgage Loan or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee relative to such transfer or encumbrance.	 	 	 
	
         

        33.  Single-Purpose Entity.
        Each JPMCB Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the JPMCB Mortgage Loan is
        outstanding. Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each JPMCB Mortgage
        Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single- Purpose Entity, and each JPMCB
        Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the
        Mortgagor. For this purpose, a “Single- Purpose Entity” shall mean an entity, other than an individual, whose
        organizational documents (or if the JPMCB Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational
	
         

        33a
	
         

        Review the Mortgage Loan Documents
        to determine if they require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 33) for
        at least as long as any JPMCB Mortgage Loan is outstanding. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        33b
	
         

        Examine the JPMCB Mortgage Loan Purchase Agreement
        or the PSA for the Cut-off Date Balance of the JPMCB Mortgage Loan. If the JPMCB Mortgage Loan had a Cut-off Date Balance in excess
        of $5 million, review the Mortgage Loan Documents and the Mortgagor’s organizational documents to determine if they require
        that the Mortgagor is a Single-Purpose Entity and that the Mortgagor organization
	
         

        Mortgage Loan Documents; JPMCB Mortgage Loan Purchase
        Agreement; PSA; Mortgagor’s organizational documents



 




    Exhibit QQ-A-29


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the JPMCB Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a JPMCB Mortgage Loan that is cross-collateralized and cross-defaulted with the related JPMCB Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	 	documents show as such. If so determined, it will be a Test pass.	 
	
         

        33c
	
         

        Review the JPMCB Mortgage Loan
        Purchase Agreement or the PSA for Closing Date balances, and with respect to JPMCB Mortgage Loans with a Cut-off Date Balance of
        $20 million, review the Borrower’s Counsel Opinion for an opinion regarding non-consolidation of the Borrower. If such an
        opinion is found, it will be a Test pass.
	
         

        JPMCB Mortgage Loan Purchase Agreement; PSA; Borrower’s
        Counsel Opinion

	
         

        34.  Defeasance. With
        respect to any JPMCB Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
        (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
        specified in the Mortgage Loan documents; (ii) the JPMCB Mortgage Loan cannot be defeased within two years after the Closing Date;
        (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury
        Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all
        scheduled payments under the JPMCB Mortgage Loan when due, including (A) the entire remaining principal balance on (x) the maturity
        date or (y) on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment
        penalty or (B) if the JPMCB Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated Repayment
        Date, and if the JPMCB Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues
        from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified
        percentage at least equal to 115% of the allocated loan amount for the real property to be released; (iv) the defeasance
	
         

        34
	
         

        Review the Mortgage Loan Documents to determine if
        there are provisions allowing the JPMCB Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the
        provisions described in clauses (i) through (viii) of representation and warranty 34. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents



 




    Exhibit QQ-A-30


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (vi) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the JPMCB Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	
         

        35.  Fixed Interest Rates.
        Each JPMCB Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such JPMCB Mortgage Loan,
        except in the case of an ARD Loan and situations where default interest is imposed.
	
         

        35
	
         

        Review the Mortgage Note or Loan Agreement to determine
        if there are provisions requiring that the loan has a fixed interest rate that remains fixed throughout the term of such JPMCB
        Mortgage Loan, except in the case of an ARD Loan and situations where default interest is imposed. If so determined, it will be
        a Test pass.
	
         

        Mortgage Note; Loan

        Agreement

	
         

        36.  Ground Leases. For
        purposes of the MLPA, a “Ground Lease” shall mean a leasehold estate in real property where the fee owner as
        the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if
        any, to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary
        interest of the ground lessor as fee owner.

         

        With respect to any JPMCB Mortgage Loan where the
        JPMCB Mortgage Loan is secured by a ground leasehold estate in whole or in part, and the related Mortgage does not also encumber
        the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the ground lease and any estoppel or
        other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns:
	
         

        36a
	
         

        Review the appraisal to determine if the Loan is secured
        by a Ground Lease (as defined in representation and warranty 36). If so, review the Title Policy and Mortgage Loan Documents to
        determine if the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If so determined,
        it will be a Test pass.
	
         

        Appraisal; Mortgage

        Loan Documents

	
         

        36b
	
         

        Review the Title Policy and Mortgage Loan Documents
        to determine if the Ground Lease or memorandum has been recorded or submitted for recordation. If so determined, it will be a Test
        pass.
	
         

        Title Policy; Mortgage

        Loan Documents

	
         

        36c
	
         

        Review the Ground Lease and
        the ground lessor’s estoppel (or other agreement of the ground lessor) to determine if the interest of the lessee is permitted
        to be encumbered by the Mortgage and does not restrict the use of the Mortgaged
	
         

        Ground Lease; Ground lessor’s estoppel



 




    Exhibit QQ-A-31


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        (A) The ground lease or a
        memorandum regarding such ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording
        in the applicable jurisdiction. The ground lease or an estoppel or other agreement received from the ground lessor permits the
        interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property
        by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the related Mortgage.
        To the Mortgage Loan Seller’s knowledge, no material change in the terms of the ground lease had occurred since its recordation,
        except by any written instruments which are included in the related Mortgage File;

         

        (B) The lessor under such
        ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease) that the ground lease may
        not be amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without
        such consent is not binding on the lender, its successors or assigns;

         

        (C) The ground lease has an
        original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and
        will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the
        related JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan fully amortizes by the stated maturity
        (or with respect to a JPMCB Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         

        (D) The ground lease is not
        subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related
        fee interest of the ground lessor and the Permitted Encumbrances;

         

        (E) The ground lease does
        not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease is assignable to the holder
        of the JPMCB Mortgage Loan
	 	Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If so determined, it will be a Test pass.	 
	
         

        36d
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that, as of the Closing Date, there was any material change in the
        terms of any Ground Lease since its recordation. If such a notation or other indication is not found, it will be a Test pass.

         

        If such a notation or other indication is found,
        review the Mortgage File to determine if the modification agreement or instrument is in the Mortgage File. If so determined, it
        will be a Test pass.
	
         

        MS Servicer Notices; Mortgage File

	
         

        36e
	
         

        Review the Ground Lease and
        Ground lessor’s estoppel to determine if the lessor has agreed that the Ground Lease may not be amended, modified, canceled
        or terminated without the prior written consent of the lender and that any such action without such consent is not binding on the
        lender, its successors or assigns. If so determined, it will be a Test pass.
	
         

        Ground Lease; Estoppel (or other agreement of the
        ground lessor)

	
         

        36f
	
         

        Review the Ground Lease to determine if it has an
        original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and
        will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the
        JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan fully amortizes by the stated maturity (or
        with respect to a JPMCB Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If so determined, it will
        be a Test pass.
	
         

        Ground Lease; Estoppel

	
         

        36g
	
         

        Review the Title Policy to determine
        if the Ground Lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the
        Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances. If so determined, it will be
        a Test pass.
	
         

        Title Policy



 




    Exhibit QQ-A-32


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        and its successors and assigns without the consent of
        the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the JPMCB Mortgage Loan and
        its successors and assigns without the consent of the lessor;

         

        (F) The Mortgage Loan Seller
        has not received any written notice of default under or notice of termination of such ground lease. To the Mortgage Loan Seller’s
        knowledge, there is no default under such ground lease and no condition that, but for the passage of time or giving of notice,
        would result in a default under the terms of such ground lease. Such ground lease is in full force and effect as of the Closing
        Date;

         

        (G) The ground lease or ancillary
        agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides that
        no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor
        will supply an estoppel;

         

        (H) A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of
        the lessee under the ground lease through legal proceedings) to cure any default under the ground lease which is curable after
        the lender’s receipt of notice of any default before the lessor may terminate the ground lease;

         

        (I) The ground lease does
        not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection
        with loans originated for securitization;

         

        (J) Under the terms of the
        ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related
        insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect
        of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration
        of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
        in the related
	
         

        36h
	
         

        Review the Ground Lease and any estoppel (or other
        agreement of the ground lessor) to determine if the Ground Lease does not place restrictions on the identity of the Mortgagee,
        as determined by the Asset Representations Reviewer. If so determined, it will be a Test pass.
	
         

        Ground Lease; Estoppel (or other agreement of the
        ground lessor)

	
         

        36i
	
         

        Review the Ground Lease or estoppel
        (or other agreement of the ground lessor) to determine if the Ground Lease is assignable to the holder of any JPMCB Mortgage Loan
        and its successors and assigns without the consent of the lessor, and in the event of such assignment, it is further assignable
        by the holder of any JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor. If so determined, it
        will be a Test pass.
	
         

        Ground Lease; Estoppel (or other agreement of the
        ground lessor)

	
         

        36j
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that the Mortgage Loan Seller has received any written notice of default under or notice
        of termination of such Ground Lease. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        36k
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date
        that there was a default under such Ground Lease or there existed any condition that, but for the passage of time or giving notice,
        would result in a default under the terms of such Ground Lease. If such a notation or other indication is not found, it will be
        a Test pass.
	
         

        MS Servicer Notices

	
         

        36l
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that the Ground Lease was not in full force and effect as of the Closing
        Date. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        36m
	
         

        Review the Ground Lease or estoppel
        (or other agreement of the ground lessor) to determine if the lessor is required to
	
         

        Ground Lease; Estoppel

        (or other agreement of the



 




    Exhibit QQ-A-33


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        Mortgage Loan documents) the
        lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or
        to the payment of the outstanding principal balance of the JPMCB Mortgage Loan, together with any accrued interest;

         

        (K) In the case of a total
        or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement and the related Mortgage (taken
        together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in
        respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
        will be applied first to the payment of the outstanding principal balance of the JPMCB Mortgage Loan, together with any accrued
        interest; and

         

        (L) Provided that the lender
        cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon
        termination of the ground lease for any reason, including rejection of the ground lease in a bankruptcy proceeding.
	 	give to the lender written notice of any default, and provides that no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor will supply an estoppel.  If so determined, it will be a Test pass.	ground lessor)
	
         

        36n
	
         

        Review the Ground Lease or estoppel (or other agreement
        of the ground lessor) to determine if the lender is permitted an opportunity (including, where necessary, sufficient time to gain
        possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground
        Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease.
        If so determined, it will be a Test pass.
	
         

        Ground Lease; estoppel (or other agreement of the
        ground lessor)

	
         

        36o
	
         

        Review the Ground Lease to determine if it does not
        impose any unreasonable restrictions on subletting. If so determined, it will be a Test pass.
	
         

        Ground Lease

	
         

        36p
	
         

        Review the Ground Lease, estoppel (or other
agreement of the ground lessor), and Mortgage Loan Documents to determine if there are provisions that any related insurance proceeds
or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or
substantially total loss or taking as addressed in subpart (K)) are required to be applied either to the repair or to restoration
of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds
as repair or restoration progresses, or to the payment of the outstanding principal balance of the JPMCB Mortgage Loan, together
with any accrued interest. If so determined, it will be a Test pass.
	
         

        Ground Lease; Estoppel (or other agreement of the
        ground lessor); Mortgage Loan Documents

	
         

        36q
	
         

        Review the Ground Lease, estoppel (or other agreement
        of the ground lessor), and Mortgage Loan Documents to determine if, in the case of a total or substantial taking or loss, under
        the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together),
	
         

        Ground Lease; Estoppel (or other agreement of the
        ground lessor); Mortgage Loan Documents



 




    Exhibit QQ-A-34


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of any JPMCB Mortgage Loan, together with any accrued interest.  If so determined, it will be a Test pass.	 
	
         

        36r
	
         

        Review the Ground Lease or estoppel (or other agreement
        of the ground lessor) to determine if the ground lessor has agreed to enter into a new lease with lender upon termination of the
        Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding, provided that the lender cures
        any defaults which are susceptible to being cured. If so determined, it will be a Test pass.
	
         

        Ground Lease; Estoppel (or other agreement of the
        ground lessor)

	
         

        37.  Servicing. The servicing
        and collection practices used by the Mortgage Loan Seller in respect of each JPMCB Mortgage Loan complied in all material respects
        with all applicable laws and regulations and was in all material respects legal, proper and prudent, in accordance with Mortgage
        Loan Seller’s customary commercial mortgage servicing practices.
	
         

        37
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan
        Seller in respect of the JPMCB Mortgage Loan did not comply in all material respects with all applicable laws and regulations or
        was not in all material respects legal, proper and prudent, in accordance with Mortgage Loan Seller’s customary commercial
        mortgage servicing practices. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        38.  ARD Loan. Each
        JPMCB Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date of the
        calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated
        term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment
        Date not less than five years following the origination of such JPMCB Mortgage Loan. If the related Borrower elects not to prepay
        its ARD Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the JPMCB Mortgage Loan or
        a unilateral option (as defined in Treasury
	
         

        38a
	
         

        Review the Mortgage Loan Schedule to identify if the
        JPMCB Mortgage Loan is an ARD Loan. If so, proceed to remaining tests. If not an ARD loan, it will be a Test pass for representation
        and warranty 38.
	
         

        Mortgage Loan Schedule, Mortgage Loan Documents

	
         

        38b
	
         

        Review the Mortgage Loan Documents to determine if
        there are provisions requiring the ARD Loan to start to amortize no later than the Due Date of the calendar month immediately after
        the calendar month in which such ARD Loan closed and fully amortizes over its stated term, which term is at least 60 months after
        the related Anticipated Repayment Date. If provisions are found, it will be a Test
	
         

        Mortgage Loan Schedule, Mortgage Loan Documents



 




    Exhibit QQ-A-35


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Regulations under Section 1001 of the Code) in the JPMCB Mortgage Loan exercisable during the term of the JPMCB Mortgage Loan, (i) the JPMCB Mortgage Loan’s interest rate will step up to an interest rate per annum as specified in the related JPMCB Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal of such ARD Loan has been paid in full; (ii) all or a substantial portion of the excess cash flow (which is net of certain costs associated with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all excess cash flow will be applied to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated without taking account of any increase in the related Mortgage Interest Rate on such JPMCB Mortgage Loan’s Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date.	 	pass.	 
	
         

        38c
	
         

        Review the JPMCB Mortgage Loan
        Documents to determine if the ARD Loan has an Anticipated Repayment Date of not less than five years following the origination
        of such JPMCB Mortgage Loan. If so determined, it will be a Test pass
	
         

        Mortgage Loan Schedule, Mortgage Loan Documents

	
         

        38d
	
         

        Review the JPMCB Mortgage Loan Documents to determine
        if there are provisions stating that the property manager for the related Mortgage Property can be removed by or at the direction
        of the mortgagee solely because of the passage of the related Anticipated Repayment Date. If such language is not found, it will
        be a Test pass
	
         

        Mortgage Loan Schedule, JPMCB Mortgage Loan Documents

	
         

        39.  Rent Rolls; Operating
        Histories. The Mortgage Loan Seller has obtained a rent roll (each, a “Certified Rent Roll”) other than
        with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete
        in all material respects as of a date within 180 days of the date of origination of the related JPMCB Mortgage Loan. The Mortgage
        Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged
        Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of
        a date within 180 days of the date of origination of the related JPMCB Mortgage Loan. The Certified Operating Histories collectively
        report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property
        was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time,
        it being understood that for mortgaged
	
         

        39a
	
         

        Determine that there is one or
        more Certified Rent Rolls in the Diligence File for all properties other than hospitality properties, or, with respect to properties
        other than hospitality properties, a representation as to the accuracy of the rent roll or rent rolls is made by the Mortgagor
        in the Mortgage Loan Documents. If there are Certified Rent Rolls, determine if they have been certified by the Borrower or the
        guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of any JPMCB Mortgage
        Loan. If so determined as to each part of this Test, it will be a Test pass.
	
         

        Diligence File; Certified Rent Roll; Mortgage Loan
        Documents

	
         

        39b
	
         

        Determine that there are operating histories for
        each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material
        respects within 180 days of the date of origination of the related JPMCB Mortgage Loan. If so determined, it
	
         

        Operating statements; Mortgage Loan Documents





    Exhibit QQ-A-36


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	properties acquired with the proceeds of a JPMCB Mortgage Loan, Certified Operating Histories may not have been available.	 	will be a Test pass.	 
	
         

        39c
	
         

        For any Mortgaged Property not acquired with the
        proceeds of any JPMCB Mortgage Loan, review the Certified Operating Histories to determine if they report on operations for a period
        equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed
        by the Mortgagor or an affiliate for less than three years then for such shorter period of time. If so determined, it will be a
        Test pass.
	
         

        Operating statements

	
         

        40.  No Material Default;
        Payment Record. No JPMCB Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period,
        in making required payments since origination, and as of the Closing Date, no JPMCB Mortgage Loan is delinquent (beyond any applicable
        grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no, and since origination
        there has been no, material default, breach, violation or event of acceleration existing under the related JPMCB Mortgage Loan,
        or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration
        of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided,
        however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that
        specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage
        Loan Seller in Exhibit C to the MLPA. No person other than the holder of such JPMCB Mortgage Loan may declare any event of default
        under the JPMCB Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.
	
         

        40a
	
         

        Review the Servicing File and the MS Servicer Notices
        for a notation or other indication that (i) the JPMCB Mortgage Loan has been more than 30 days delinquent, giving effect to any
        grace or cure period, in making required payments since origination, and (ii) the JPMCB Mortgage Loan was delinquent beyond any
        applicable grace or cure periods as of the Closing Date. If such a notation or other indication is not found, it will be a Test
        pass.
	
         

        Servicing File; MS Servicer Notices

	
         

        40b
	
         

        Review the Servicing File and the MS Servicer Notices
        for a notation or other indication that (a) as of the Closing Date or since origination (i) there was a material default, breach,
        violation or event of acceleration existing under the related JPMCB Mortgage Loan or (b) as of the Closing Date, there was an event
        (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace
        or cure period, would constitute a material default, breach, violation or event of acceleration (it being understood that the Asset
        Representations Reviewer will not deem as evidence any default, breach, violation or event of acceleration that specifically pertains
        to or arises out of an exception scheduled to any other representation and warranty made by any Mortgage Loan Seller in Exhibit
        C to the JPMCB Mortgage Loan Purchase Agreement). If such a notation or other indication is not found, it will be a Test pass.
	
         

        Servicing File; MS Servicer Notices

	
         

        41.  Bankruptcy. In respect
of each JPMCB Mortgage Loan, the related Mortgagor is not a debtor in any bankruptcy, receivership,
	
         

        41
	
         

        Review the Lexis/Nexis (or comparable) search and
        MS Servicer Notices for a notation or other indication that the
	
         

        Lexis/Nexis (or comparable) search; MS





    Exhibit QQ-A-37


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	conservatorship, reorganization, insolvency, moratorium or similar proceeding.	 	Mortgagor was a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding on the Closing Date.  If such notation or other indication is not found, it will be a Test pass.	Servicer Notices
	
         

        42.  Organization of Borrower.
        The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which identifies all beneficial
        controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person for such Mortgagor)
        (the “Controlling Owner”) and all owners that hold a 25% or greater direct ownership share (i.e., the
        “Major Sponsors”). The Mortgage Loan Seller (1) required questionnaires to be completed by each Controlling
        Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor regarding
        such Controlling Owner’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other insolvencies,
        any felony convictions, and (2) performed or caused to be performed searches of the public records or services such as Lexis/Nexis,
        or a similar service designed to elicit information about each Controlling Owner, Major Sponsor and guarantor regarding such Controlling
        Owner’s, Major Sponsor’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other
        insolvencies, any felony convictions, and provided, however, that records searches were limited to the last 10 years
        (clauses (1) and (2) collectively, the “Sponsor Diligence”). Based solely on the Sponsor Diligence, to the knowledge
        of the Mortgage Loan Seller, no Major Sponsor or guarantor (i) was in a state of federal bankruptcy or insolvency proceeding, (ii)
        had a prior record of having been in a state of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.
	
         

        42a
	
         

        Review the Diligence File to determine if it includes
        an organizational chart or other description of each Mortgagor in the Diligence File which purports to identify all Controlling
        Owners and Major Sponsors. If so determined, it will be a Test pass.
	
         

        Diligence File; Organization Chart

	
         

        42b
	
         

        Review the Diligence File to
        determine if the Sponsor Diligence is included. If so determined, it will be a Test pass.
	
         

        Diligence File

	
         

        43.  Environmental Conditions.
        At origination, each Mortgagor represented and warranted that to its knowledge no hazardous materials or any other substances or
        materials which are included under or regulated by environmental laws are located on, or have been handled, manufactured, generated,
        stored, processed, or disposed of on or released or discharged from the Mortgaged Property, except as disclosed by a Phase I environmental
        assessment (or a Phase II environmental assessment, if applicable) delivered in
	
         

        43a
	
         

        Review the Mortgage Loan Documents
        to determine if they include a representation and warranty by the Mortgagor described in the first sentence of representation and
        warranty 43. If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        43b
	
         

        Review the Diligence File to
        determine if an ESA is included. If so determined, review the ESA to determine that the ESA was conducted in connection with the
        JPMCB Mortgage Loan within 12 months prior to its origination
	
         

        Diligence File; ESA; Escrow statements; Operations
        or maintenance plan; No



 




    Exhibit QQ-A-38


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        connection with the origination of the
        JPMCB Mortgage Loan or except for those substances commonly used in the operation and maintenance of properties of kind and
        nature similar to those of the Mortgaged Property in compliance with all environmental laws and in a manner that does not
        result in contamination of the Mortgaged Property. A Phase I environmental site assessment (or update of a previous Phase I
        and or Phase II site assessment) and, with respect to certain JPMCB Mortgage Loans, a Phase II environmental site assessment
        (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in
        connection with such JPMCB Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was
        prepared), and such ESA (i) did not reveal any known circumstance or condition that rendered the Mortgaged Property at the
        date of the ESA in material noncompliance with applicable environmental laws or the existence of recognized environmental
        conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental
        Condition”) or the need for further investigation, or (ii) if any material noncompliance with environmental laws or
        the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least
        one of the following statements is true: (A) 125% of the funds reasonably estimated by a reputable environmental consultant
        to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the
        Environmental Condition has been escrowed by the related Mortgagor and is held by the related lender; (B) if the only
        Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint, or
        lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or
        maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the
        identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in
        all material respects prior to the Cut-off Date, and, as appropriate, a no further action or closure letter was obtained from
        the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was
        otherwise listed by such governmental authority as

        administratively “closed” or a reputable
        environmental consultant has
	 	
        date, and to confirm that the ESA on its face (i)
        did not reveal any known circumstance or condition that rendered the Mortgaged Property at the date of the ESA in
        material noncompliance with applicable environmental laws or the existence of recognized environmental conditions or the need
        for further investigation, or (ii) if any material noncompliance with environmental laws or the existence of an Environmental
        Condition (as defined in representation and warranty 43) or need for further investigation was indicated in any such ESA,
        then the following procedures will be performed: (43b-1 through 43b-5)

         

        1. Review escrow statements in the Diligence File
        used to determine if 125% of the funds reasonably estimated by a reputable environmental consultant to be sufficient to cover the
        estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed
        by the Borrower and is held by the lender.

         

        2. If the determination in subpart 1 cannot be made
        and if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead-based
        paint, or lead in drinking water, and the only recommended action in the ESA is the institution of an operations or maintenance
        plan, review the Diligence File to determine if there exists an operations or maintenance plan regarding such Environmental Condition.
        If so determined, confirm that the plan on its face appears to be expected to mitigate the identified risk.

         

        3. If the determination in subpart 1 cannot be made
        and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine if
        any Environmental Condition identified was remediated or abated in all material respects prior to the Cut-off Date, or that a no
        further action or closure letter was obtained from the applicable governmental regulatory authority (or to determine if the environmental
        issue affecting the Mortgaged Property was otherwise listed by such
	
        further action letter;

        Closure letter; Environmental policy or lender’s
        pollution legal liability policy

	 	 	 	 


 




    Exhibit QQ-A-39


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        concluded that no further action is required); (D) an
        environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that
        covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent)
        by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor
        with assets reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible party for
        such condition or circumstance; or (F) a party related to the Mortgagor with assets reasonably estimated to be adequate to effect
        all necessary remediation was identified as the responsible party for such condition or circumstance is required to take action.
        The ESA will be part of the Servicing File; and to the Mortgage Loan Seller’s knowledge, except as set forth in the ESA,
        there is no (i) known circumstance or condition that rendered the Mortgaged Property in material noncompliance with applicable
        environmental laws, (ii) Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor), or (iii) need for
        further investigation.

         

        In the case of each JPMCB Mortgage Loan set forth on
        Schedule D-2 to the MLPA, (i) such JPMCB Mortgage Loan is the subject of an environmental insurance policy, issued by the issuer
        set forth on Schedule D-2 to the MLPA (the “Policy Issuer”) and effective as of the date thereof (the “Environmental
        Insurance Policy”), (ii) as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there
        is no deductible and the trustee is a named insured under such policy, (iii)(a) a property condition or engineering report was
        prepared, if the related Mortgaged Property was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”)
        and, if the related Mortgaged Property is a multifamily property, with respect to radon gas (“RG”) and lead-based
        paint (“LBP”), and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental
        condition or circumstance affecting the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified
        condition prior to closing the JPMCB Mortgage Loan or provide additional security or establish with the mortgagee a reserve in
        an amount deemed to be sufficient by the Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage
        Loan documents to establish an
	 	
        governmental authority as administratively “closed”
        or a reputable environmental consultant has concluded that no further action is required).

         

        4. If the determinations in subparts 1 and 3 cannot
        be made and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine
        if there exists an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements
        set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than
        A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.

         

        5. If the determinations in subparts 1, 3 and 4 cannot
        be made and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine
        if a party with assets reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible
        party for such condition or circumstance.

         

        If the matters set forth in any of subparts 1 through
        5 above can be made, it will be a Test pass.
	 
	
         

        43c
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date
        of (a) a known circumstance or condition, not set forth in the ESA, that rendered the Mortgaged Property in material noncompliance
        with applicable environmental laws, and (b) any Environmental Condition (as such term is defined in ASTM E1527-05 or its successor)
        not set forth in the ESA or (c) there is a need for further investigation not set forth in the ESA. The Asset Representations Reviewer
        will obtain the ESA from the Diligence File and review for disclosure of the known circumstances or conditions. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices; ESA

	
         

        43d
	
         

        Review Schedule D-2 to the JPMCB Mortgage Loan
	
         

        Schedule D-2 to JPMCB



 




    Exhibit QQ-A-40


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	operations and maintenance plan after the closing of the JPMCB Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following:  (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of the JPMCB Mortgage Loan.	 	Purchase Agreement, if the JPMCB Mortgage Loan is listed on Schedule D-2, also review the Diligence File to determine if the JPMCB Mortgage Loan is the subject of an Environmental Insurance Policy.  If so, review such Environmental Insurance Policy to determine if it was issued by a Policy Issuer identified on Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement.  If so determined, it will be a Test pass.	
        Mortgage Loan Purchase

        Agreement; Diligence File; Environmental Insurance
        Policy

	
         

        43e
	
         

        Review the Environmental Insurance Policy to determine
        if the policy was in full force and effect as of the Cut-off Date, there is no deductible, and the Trustee is a named insured under
        such policy. If so determined, it will be a Test pass.
	
         

        Environmental Insurance

        Policy; Servicing records

	
         

        43f
	
         

        Review the Diligence File to
        determine if there exists a property condition assessment or engineering report. For Mortgaged Properties constructed prior to
        1985, review the related report to determine if it addresses asbestos containing materials. If so determined with respect to each
        part of the Test, it will be a Test pass.
	
         

        Diligence File; Property condition assessment; Engineering
        report

	
         

        43g
	
         

        Review the appraisal to determine if the property
        is a multifamily property. If so, review the Diligence File to determine if there exists a property condition report or engineering
        report. Review the related report to determine if there is a radon gas and lead based paint section in the report. If so determined,
        it will be a Test pass.
	
         

        Appraisal; Property condition Assessment; Engineering
        report

	
         

        43h
	
         

        Review the most recently dated
        property condition assessment or engineering report for disclosures of the existence of a material and adverse environmental condition
        or circumstance affecting the Mortgaged Property. If so, determine if the related Mortgagor (A) was required to remediate the identified
        condition prior to closing any JPMCB Mortgage Loan or provide additional security or establish with the mortgagee a reserve in
        an amount deemed to be sufficient by any Mortgage Loan Seller, for the remediation of the problem, and/or (B) agreed in any documents
        in the Mortgage File to establish an operations and maintenance plan after the closing of any JPMCB
	
         

        Property condition assessment; Engineering report;
        Remediation agreement; Mortgage Loan Documents



 




    Exhibit QQ-A-41


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	Mortgage Loan that should reasonably be expected to mitigate the environmental risk. If so determined, it will be a Test pass.	 
	
         

        43i
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that, in the case of a JPMCB Mortgage Loan set forth on Schedule D-2
        to the JPMCB Mortgage Loan Purchase Agreement, on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller
        had knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than
        the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application
        for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided
        to the Policy Issuer. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        43j
	
         

        Review the Environmental Insurance Policy to determine
        if the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term
        of such policy extends at least five years beyond the maturity of any JPMCB Mortgage Loan. If so determined, it will be a Test
        pass.
	
         

        Environmental Insurance Policy; Mortgage Loan Documents

	
         

        44.  Lease Estoppels.
        With respect to each JPMCB Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant,
        the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date
        of the related JPMCB Mortgage Loan, and to the Mortgage Loan Seller’s knowledge based solely on the related estoppel certificate,
        the related lease is in full force and effect or if not in full force and effect, the related space was underwritten as vacant,
        subject to customary reservations of tenant’s rights, such as, without limitation, with respect to common area maintenance
        (“CAM”) and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.
        With respect to each JPMCB Mortgage Loan predominantly secured by a retail, office or
	
         

        44a
	
         

        Review the appraisal to determine
        if the property is a retail, office, or industrial property, and if so, review the Certified Rent Roll to determine if the property
        is leased to a single tenant. If so, review the estoppel to determine if it was obtained from such tenant no earlier than 90 days
        prior to the origination date of the JPMCB Mortgage Loan. If so determined, it will be a Test pass.
	
         

        Estoppels; Certified Rent

        Roll; Appraisal

	
         

        44b
	
         

        Review the estoppel certificate referenced in Test
        44a and the asset summary report to determine if (i) the related lease is in full force and effect, subject to customary reservations
        of tenant’s rights, such as, without limitation, with respect to CAM and pass-through audits and verification of landlord’s
        compliance with co-tenancy provisions, or (ii) if there is no
	
         

        Estoppels; Diligence File; Asset Summary Report



 




    Exhibit QQ-A-42


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	industrial property, the Mortgage Loan Seller has received lease estoppels executed within 90 days of the origination date of the related JPMCB Mortgage Loan that collectively account for at least 65% of the in-place base rent for the Mortgaged Property or set of cross-collateralized properties that secure a JPMCB Mortgage Loan that is represented on the Certified Rent Roll.  To the Mortgage Loan Seller’s knowledge, each lease represented on the Certified Rent Roll is in full force and effect, subject to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.	 	estoppel certificate, the property was underwritten as vacant. If the matters set forth in clause (i) or (ii) are so determined, it will be a Test pass.	 
	
         

        44c
	
         

        Review the appraisal to
        determine if the JPMCB Mortgage Loan is predominantly secured by a retail, office, or industrial property. If so, review
        the Diligence File to determine if lease estoppels executed within 90 days of the origination date of the JPMCB Mortgage Loan
        were received that collectively account for at least 65% of the in-place base rent for the Mortgaged Property or set of
        cross-collateralized properties that secure a JPMCB Mortgage Loan that is represented on the Certified Rent Roll. If so
        determined with respect to each part of this Test, it will be a Test pass.
	
         

        Appraisal; Diligence File

	
         

        44d
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that, as of the Closing Date, and subject to customary reservations
        of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with
        co-tenancy provisions, the Mortgage Loan Seller had knowledge that any lease represented on the Certified Rent Roll was not in
        full force and effect. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices; Certified Rent Roll

	
         

        45.  Appraisal. The
        Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the JPMCB Mortgage
        Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the
        Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect,
        in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected
        by the approval or disapproval of the JPMCB Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental
        letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
        as adopted by the Appraisal Standards Board of the Appraisal Foundation.
	
         

        45a
	
         

        Review the appraisal to determine if it was dated within
        6 months of the JPMCB Mortgage Loan origination date and with 12 months of the Closing Date. If so determined, it will be a Test
        pass.
	
         

        Appraisal

	
         

        45b
	
         

        Review the appraisal to determine if it was signed by an appraiser
        represented to be an MAI. If so determined, it will be a Test pass.
	
         

        Appraisal

	
         

        45c
	
         

        Review the appraisal to determine
        if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser had no interest, direct
        or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined,
        it will be a Test pass.
	
         

        Appraisal



 




    Exhibit QQ-A-43


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	
         

        45d
	
         

        Review the appraisal to determine
        if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser’s compensation
        is not affected by the approval or disapproval of the JPMCB Mortgage Loan. If so determined, it will be a Test pass.
	
         

        Appraisal

	
         

        45e
	
         

        Review the appraisal to determine
        if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards
        of Professional appraisal Practice” as adopted by the appraisal Standards Board of the Appraisal Foundation. If so determined,
        it will be a Test pass.
	
         

        Appraisal

	
         

        46.  Mortgage Loan Schedule.
        The information pertaining to each JPMCB Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as Exhibit A to
        the MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the PSA to
        be contained therein.
	
         

        46a
	
         

        Review the Mortgage Loan Schedule
        attached as Exhibit A to the JPMCB Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex
        A to the final prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if there are discrepancies
        between the documents. If there are no such discrepancies, it will be a Test pass.
	
         

        JPMCB Mortgage Loan Purchase Agreement; Annex A to
        final prospectus; Mortgage Loan Documents; PSA; Asset Summary Report

	
         

        46b
	
         

        Compare the information in the
        Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies, it will be a Test
        pass.
	
         

        Mortgage Loan Schedule; PSA

	
         

        47.  Cross-Collateralization.
        No JPMCB Mortgage Loan is cross- collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool.
	
         

        47
	
         

        Review the Mortgage Loan Documents to determine if
        the JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other JPMCB Mortgage Loan that is outside the Mortgage
        Pool. If not so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        48.  Advance of Funds by
        the Seller. No advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been
        received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan
        Seller, indirectly for, or on account of, payments due on the JPMCB Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate
        thereof has any obligation to make any capital contribution to any Mortgagor under a JPMCB Mortgage Loan, other than contributions
	
         

        48a
	
         

        Review the MS
        Servicer Notices for a notation or other indication that, as of the Closing Date, an advancement of funds had been made by
        the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the Mortgagor
        or an affiliate, directly, for, or on account of, payments due on the JPMCB Mortgage Loan. If such a notation or other
        indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 




    Exhibit QQ-A-44


     


    

 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	made on or prior to the Closing Date.	
         

        48b
	
         

        Review the Mortgage Loan Documents to determine if
        the Mortgage Loan Seller, or an affiliate, has an obligation to make any capital contribution to the Mortgagor, other than contributions
        made on or prior to the Closing Date. If not so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        49.  Compliance with Anti-Money
        Laundering Laws. The Mortgage Loan Seller has complied with its internal procedures with respect to all applicable anti-money
        laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of
        the JPMCB Mortgage Loan.
	
         

        49
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect
        to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection
        with the origination of any JPMCB Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 



    Exhibit QQ-A-45


     


    


 




EXHIBIT
QQ-B


 


GACC
ASSET REVIEW PROCEDURES


 


Pursuant
to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”), the Asset
Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each
representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ-B if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is
necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with
the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely
with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where German
American Capital Corporation is the Seller (the “GACC Mortgage Loan Purchase Agreement”). For the avoidance
of doubt, in connection with the performance of the following Tests:


 


	(A)	With
                                         respect to any representation and warranty that includes a knowledge qualifier (e.g.,
                                         to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer
                                         shall not be responsible for any investigation or review beyond that set forth in the
                                         applicable Test related to such representation and warranty;



  


	(B)	With
                                         respect to any representation and warranty that includes the examination of an insurance
                                         policy or Title Policy, the Asset Representations Reviewer will be permitted to engage
                                         a qualified consultant to perform a review of the applicable policy, and will be allowed
                                         to rely upon the conclusions of the consultant when making a determination as to whether
                                         there is a Test pass.



  


	(C)	The
                                         Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
                                         legal review or legal conclusion;



  


	(D)	Unless
                                         otherwise provided in the Test, the “as of” date for the testing of a representation
                                         is as of the Closing Date;



  


	(E)	Unless
                                         otherwise provided in the Test, if there is more than one version of the same document
                                         with respect to a particular Mortgage Loan or Mortgaged Property, the document that will
                                         be used by the Asset Representations Reviewer in testing is the document that is dated
                                         as of the Closing Date or, if none, the document closest prior to the Closing Date;



  


	(F)	With
                                         respect to each representation and warranty and its related Test(s), the Asset Representations
                                         Reviewer shall take into account any exceptions to such representation and warranty described
                                         in the GACC Mortgage Loan Purchase Agreement with respect to a Mortgage Loan, and a Test
                                         pass shall be deemed to have occurred with respect to such



 



 

    Exhibit QQ-B-1 


     


    

 


Test
if the sole reason for not satisfying the applicable Test is caused by such exception(s);


 


	(G)	Evidence
                                         of a failure of a Test could result from (i) an affirmative determination by the Asset
                                         Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination
                                         by the Asset Representations Reviewer that the documentation included in the Review Materials
                                         (after making such request for any missing documents in the manner provided for in the
                                         PSA) is not sufficient to perform the Test; and



  


	(H)	A
                                         determination by the Asset Representations Reviewer of a Test pass or a Test failure
                                         shall not constitute a determination by the Asset Representations Reviewer of (i) the
                                         existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
                                         any rights it may have against the applicable Mortgage Loan Seller.



  


The
Asset Representations Reviewer will only be required to perform the Tests described in this Exhibit QQ-B, and will not
be obligated to perform additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations
Reviewer will not be required to review any information other than (1) Review Materials specified in the related Test and (2)
if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited
Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited
Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review
Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass. 


 





 

    Exhibit QQ-B-2 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 

        1.
        Whole Loan; Ownership of Mortgage Loans.  Except with respect to a GACC Mortgage Loan that is part of a Whole Loan,
        each GACC Mortgage Loan is a whole loan and not a participation interest in a GACC Mortgage Loan. Each GACC Mortgage Loan
        that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note. At the time of the sale, transfer
        and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the
        Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee), participation
        or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each GACC Mortgage Loan free and
        clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to
        such GACC Mortgage Loan other than any servicing rights appointment or similar agreement. The Mortgage Loan Seller has
        full right and authority to sell, assign and transfer each GACC Mortgage Loan, and the assignment to Purchaser constitutes
        a legal, valid and binding assignment of such GACC Mortgage Loan free and clear of any and all liens, pledges, charges
        or security interests of any nature encumbering such GACC Mortgage Loan.
	 

        1a
	 

        Review
        the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on
        the Mortgage Loan Schedule. If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If
        there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified
        as such, it will be a Test pass.
	 

        Mortgage;
        Mortgage Note; Loan agreement related to the GACC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty;
        Assignment of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan
        Documents”); Mortgage Loan Schedule.

	 

        1b
	 

        Review
        any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or
        breach with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of
        any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or,
        with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee for the Other Securitization), participation
        or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each GACC Mortgage
        Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests
        on, in or to such GACC Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation
        is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        1c
	 

        Review
        the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full
        right and authority to sell, assign and transfer the GACC Mortgage Loan. If such notation is not found, it will be a Test
        pass.
	 

        MS
        Servicer Notices

	 

        1d
	 

        Review
        the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting
        a legal, valid and binding assignment of such
	 

        MS
        Servicer Notices




 

    Exhibit QQ-B-3 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	GACC
    Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such GACC
    Mortgage Loan. If such notation is not found, it will be a Test pass.	 
	 

        2.
        Loan Document Status.  Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate
        instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor or other obligor
        in connection with such GACC Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor
        or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
        state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with
        its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization,
        moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles
        of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain
        provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest,
        late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable
        by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or
        unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s
        realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the
        “Standard Qualifications”).

         

        Except
        as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission
        available to the related Borrower with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents,
        including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the
        Mortgage Loan Seller in connection with the origination of the GACC Mortgage Loan, that would deny the mortgagee the principal
        benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.
	 

        2a
	 

        Review
        the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that
        it contains language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate
        instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor
        in connection with such GACC Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor
        or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
        state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance
        with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.
	 

        Mortgagor’s
        Counsel Opinion

	 

        2b
	 

        Review
        the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the
        related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including,
        without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan
        Seller in connection with the origination of the GACC Mortgage Loan, that would deny the Mortgagee (as defined in the
        related GACC Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage
        or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        3.
        Mortgage Provisions. The Loan Documents for each GACC Mortgage Loan contain provisions that render the rights and
        remedies of the holder thereof adequate for the practical realization against the Mortgaged
	 

        3
	 

        Review
        the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain
        provisions that render the rights and
	 

        Mortgage
        Loan Documents; Mortgagor’s Counsel Opinion




 

    Exhibit QQ-B-4 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Property
    of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
    non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	 	remedies
    of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the
    security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject
    to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	 
	 

        4.
        Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the
        related Mortgage File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage,
        Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied,
        canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been
        released from the lien of the related Mortgage in any manner which materially interferes with the security intended to
        be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither
        the related Borrower nor the related guarantor has been released from its material obligations under the GACC Mortgage
        Loan. With respect to each GACC Mortgage Loan, except as contained in a written document included in the Mortgage File,
        there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse
        effect on such GACC Mortgage Loan consented to by the Mortgage Loan Seller on or after November 21, 2018.
	 

        4a
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been
        waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written
        instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If
        no such indication is found, it will be a Test pass.
	 

        Mortgage
        Loan Documents; MS Servicer Notices

	 

        4b
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion
        thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security
        intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except
        by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents.
        If no such indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices; Mortgage Loan Documents

	 

        4c
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor
        has been released from its material obligations under the GACC Mortgage Loan except by written instruments set forth in
        the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such notation is found,
        it will be a Test pass.
	 

        MS
        Servicer Notices; Mortgage Loan Documents

	 

        4d
	 

        Review
        the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be
        reasonably expected to have a material adverse effect on such GACC Mortgage Loan that was consented to by the Mortgage
        Loan Seller on or after
	 

        MS
        Servicer Notices; Mortgage Loan Documents




 

    Exhibit QQ-B-5 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	November
                                         21, 2018. If no such notation is found, it will be a

        Test
        pass.
	 
	 

        5.
        Hospitality Provisions. The Loan Documents for each GACC Mortgage Loan that is secured by a hospitality property
        operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed
        by the related Borrower and franchisor or licensor of such property that, subject to the applicable terms of such franchise
        or license agreement and comfort letter or similar agreement, is enforceable by the Trust (or, in the case of a Non-Serviced
        Mortgage Loan, by the Non- Serviced Trust) against such franchisor or licensor either (A) directly or as an assignee of
        the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer
        of the Mortgage Loan to the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the seller of the note which is
        contributed to the Non-Serviced Trust or its designee providing notice of the transfer of such note to the Non-Serviced
        Trust) in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller
        or its designee (except in the case of a Non-Serviced Mortgage Loan) shall provide, or if neither (A) nor (B) is applicable,
        except in the case of a Non-Serviced Mortgage Loan, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s
        behalf, a new comfort letter or similar agreement as of the Closing Date. The mortgage or related security agreement for
        each GACC Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property
        for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no representation
        is made as to the perfection of any security interest in revenues to the extent that possession or control of such items
        or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
	 

        5a
	 

        Review
        the appraisals to determine if any of the properties are specifically identified as hospitality properties. If so, review
        the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar
        agreement signed by the related Mortgagor and franchisor or licensor that, subject to the applicable terms of such franchise
        or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor,
        either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s
        providing notice of the transfer of the GACC Mortgage Loan to the Trust in accordance with the terms of such executed
        comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide. If so determined with
        respect to each part of this Test, it will be a Test pass.
	 

        Appraisal;
        mortgage file; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor

	 

        5b
	 

        If
        the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement
        for each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues
        of such property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing)
        or evidence of filing of any related UCC financing statements, related amendments and continuation statements. If so determined
        with respect to each part of this Test, it will be a Test pass.
	 

        UCC
        filings; Appraisal; Mortgage File

	 

        6.
        Lien; Valid Assignment.  Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment
        of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
        Trustee) constitutes a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan,
        to the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable
        without the consent of the related Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the
        related Borrower’s fee or leasehold interest
	 

        6a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage
        or Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related
        Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-
        Serviced Mortgage Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit QQ-B-6 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	in
    the Mortgaged Property in the principal amount of such GACC Mortgage Loan or allocated loan amount (subject only to Permitted
    Encumbrances (as defined below) and the exceptions to representation and warranty 7 set forth in Exhibit C of the related
    GACC Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement
    thereof may be limited by the Standard Qualifications.  Such Mortgaged Property (subject to and excepting Permitted
    Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s
    knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded
    encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan,
    in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured
    against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge
    and subject to the rights of tenants (as tenants only)(subject to and excepting Permitted Encumbrances and the Title Exceptions),
    no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
    of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance
    policy (as described below).  Notwithstanding anything in the MLPA to the contrary, no representation is made as
    to the perfection of any security interest in rents or other personal property to the extent that possession or control of
    such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is
    required in order to effect such perfection.	 

        6b
	 

        Review
        the related Mortgage and the Assignment of Leases, Rents and Profits for each property for provisions to the effect that
        the related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related
        Mortgagor. If no such provision is found, it will be a Test pass.
	 

        Mortgage;
        Assignment of Leases, Rents and Profits

	 

        6c
	 

        Review
        the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on
        the related Mortgagor’s fee (or with respect to those Mortgage

         

        Loans
        described in representation and warranty 35 hereof, leasehold) interest in the Mortgaged Property. Compare the amount
        of the Title Policy to the principal amount of the GACC Mortgage Loan or allocated loan amount to determine whether they
        are equivalent. If each such determination is made, it will be a Test pass.
	 

        Title
        Policy; Mortgage; Mortgage Loan Schedule

	 

        6d
	 

        Review
        the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
        liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures
        the related Whole Loan, in the case of a GACC Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances,
        Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If
        so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        6e
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the
        Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’
        liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien
        of the related Mortgage (which lien secures the related Whole Loan, in the case of a GACC Mortgage Loan that is part of
        a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or
	 

        MS
        Servicer Notices




 

    Exhibit QQ-B-7 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	insured
    against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	 
	 

        6f
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants,
        there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal
        with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a GACC Mortgage Loan
        that is part of a Whole Loan), except for Permitted Encumbrances and those which are bonded over, escrowed for or insured
        against by the a lender’s title insurance policy. If such a notation or other indication is not found, it will be
        a Test pass.
	 

        MS
        Servicer Notices

	 

        6g
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did
        not have legal, valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan
        Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien,
        encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        7.
        Permitted Liens; Title Insurance.  Each Mortgaged Property securing a GACC Mortgage Loan is covered by an American
        Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use
        in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy
        with escrow instructions or a “marked up” commitment, in each case binding on the title insurer)(the “Title
        Policy”) in the original principal amount of such GACC Mortgage Loan (or with respect to a GACC Mortgage Loan
        secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy
        for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures
        for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which
        lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject
        only to (a) the lien of current real property
	 

        7a
	 

        Review
        the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable
        form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents
        to determine if the amount of the policy covers the amount of the GACC Mortgage Loan, or for multiple properties, an amount
        equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this
        Test, it will be a Test pass.
	 

        Title
        Policy; Mortgage Loan Documents

	 

        7b
	 

        Review
        the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in
        the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation
        and warranty 7. If so determined, it will be a Test pass.
	 

        Title
        Policy




 

    Exhibit QQ-B-8 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	taxes,
    water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of
    way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such
    Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only)
    under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the
    related GACC Mortgage Loan is cross-collateralized and cross-defaulted with another GACC Mortgage Loan or a Whole Loan or
    is part of a Whole Loan that is cross-collateralized and cross-defaulted with another Whole Loan (each, a “Crossed
    Mortgage Loan”), the lien of the Mortgage for such other GACC Mortgage Loan that is cross-collateralized and cross-defaulted
    with such Crossed Mortgage Loan or with the Whole Loan of which such Crossed Mortgage Loan is a part, provided that
    none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value
    or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s
    ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except
    as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that
    are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be
    issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims
    have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller,
    nor to the Mortgage Loan Seller’s knowledge, any other holder of the GACC Mortgage Loan, has done, by act or omission,
    anything that would materially impair the coverage under such Title Policy.	 

        7c
	 

        Review
        the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal
        to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.
        If not so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        7d
	 

        Review
        the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and
        effect as of the Closing Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage
        Loan Seller. If no such notation or other indication is found, it will be a Test pass.
	 

        Title
        Policy; MS Servicer Notices

	 

        7e
	 

        Review
        the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the GACC
        Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If
        such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        8.
        Junior Liens. It being understood that B notes secured by the same Mortgage as a GACC Mortgage Loan are not subordinate
        mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan
        Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money
        encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments,
        mechanics and materialmen’s liens (which are the subject of the representation in representation and warranty 6
        above), and equipment and other personal property financing). Except as set forth in Schedule B-1 to Exhibit B to the
	 

        8a
	 

        Review
        the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property,
        except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.
	 

        Title
        Policy

	 

        8b
	 

        Review
        the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior
        mortgage liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances
        and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and
	 

        Title
        Policy




 

    Exhibit QQ-B-9 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	GACC
                                         Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge of any mezzanine
                                         debt secured directly by interests in the

        related
        Borrower.
	 	equipment
    and other personal property financing. If so determined, it will be a Test pass.	 
	 

        8c
	 
Review
the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B of the GACC
Mortgage Loan Purchase Agreement, the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by interests
in the related Mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related
Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
liens If such a notation or other indication is not found, it will be a Test pass.	 

        MS
        Servicer Notices; GACC Mortgage Loan Purchase Agreement

	 

        9.
        Assignment of Leases, Rents and Profits.  There exists as part of the related Mortgage File an Assignment of Leases,
        Rents and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted
        Encumbrances and the Title Exceptions (and, in the case of a GACC Mortgage Loan that is part of a Whole Loan, subject
        to the related Assignment of Leases, Rents and Profits constituting security for the entire Whole Loan), each related
        Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority
        lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted
        to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or
        leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by
        the Standard Qualifications. The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable
        law, provides that, upon an event of default under the GACC Mortgage Loan, a receiver is permitted to be appointed for
        the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be
        paid directly to the mortgagee.
	 

        9a
	 

        Review
        the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated
        into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.
	 

        Mortgage
        File; Assignment of Leases, Rents and Profits

	 

        9b
	 

        Review
        the Title Policy to determine if, subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of
        a GACC Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases, Rents and Profits constituting
        security for the entire Whole Loan) the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded,
        and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents
        and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise
        certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate
        the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined
        with respect to each part of this Test, it will be a Test pass.
	 

        Title
        Policy; Mortgage; Assignment of Leases, Rents and Profits

	 

        9c
	 

        Review
        the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage)
        to determine if the related Mortgage, or related
	 

        Assignment
        of Leases, Rents and Profits; Mortgage




 

    Exhibit QQ-B-10 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	Assignment
    of Leases, subject to applicable law, provides that upon an event of default under the GACC Mortgage Loan, a receiver is permitted
    to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or
    for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the
    Mortgagee. If so determined, it will be a Test pass.	 
	 

        10.
        UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller
        has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted
        in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording
        offices necessary at the time of the origination of the GACC Mortgage Loan to perfect a valid security interest in all
        items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and
        located on the related Mortgaged Property (other than any non-material personal property, any personal property subject
        to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the
        related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection
        may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications,
        each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items
        of personalty described above. No representation is made as to the perfection of any security interest in rents or other
        personal property to the extent that possession or control of such items or actions other than the filing of UCC financing
        statements are required in order to effect such perfection.
	 

        10
	 

        If
        the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or
        other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication
        is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        11.
        Condition of Property.  The Mortgage Loan Seller or the originator of the GACC Mortgage Loan inspected or caused
        to be inspected each related Mortgaged Property within six months of origination of the GACC Mortgage Loan and within
        twelve months of the Cut-off Date.

         

        An
        engineering report or property condition assessment was prepared in connection with the origination of each GACC Mortgage
        Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely
        upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the
	 

        11a
	 

        Review
        the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months
        of the origination date. If so determined, it will be a Test pass.
	 

        Engineering
        report; Property condition assessment

	 

        11b
	 

        Review
        the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than
        twelve months prior to the Cut-off Date. Review the engineering report or property condition assessment to confirm that
        each related Mortgaged Property is free of
	 

        Engineering
        report; Property condition assessment




 

    Exhibit QQ-B-11 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Closing
    Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage or deficiency that
    is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance for which escrows were established at origination
    and (iii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged
    Property as security for the GACC Mortgage Loan.	 	material
    damage. If so determined with respect to each part of the Test, it will be a Test pass.	 
	 

        11c
	 

        Review
        the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with
        the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse
        effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering
        report or Servicing File and those addressed in sub-clauses (i), (ii) and (iii) of this representation and warranty 11.
        If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        12.
        Taxes and Assessments.  All taxes, governmental assessments and other outstanding governmental charges (including,
        without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged
        Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
        become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established
        in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes
        of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental
        charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest
        and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by
        the related taxing authority.
	 

        12
	 

        Review
        the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding
        governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be
        a lien on the related Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that
        prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property have not been paid, or an escrow of
        funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties,
        if any, thereon. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 
13.
Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there
is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off
Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material
adverse effect on the value, use or operation of the Mortgaged Property.	 

        13
	 

        Review
        the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial
        condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other
        indication that the Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such
        proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such
        a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        14.
        Actions Concerning Mortgage Loan.  As of the date of origination and
	 

        14a
	 

        Review
        the Mortgage Loan Documents, the Mortgagor’s
	 

        Mortgage
        Loan




 

    Exhibit QQ-B-12 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	to
    the Mortgage Loan Seller’s knowledge as of the Closing Date, there was no pending or filed action, suit or proceeding,
    arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged
    Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Borrower’s
    title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to
    perform under the related GACC Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e)
    the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the
    Mortgaged Property.	 	Counsel
    Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental
    investigation involving any Mortgagor, guarantor, or Mortgagor's interest in the Mortgaged Property that existed on the origination
    date. If such an indication is not found, it will be a Test pass.	Documents;
    Mortgagor’s Counsel Opinion; MS Servicer Notices
	 

        14b
	 

        Review
        the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding,
        arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be
        expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse
        outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation
        and warranty 14, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        15.
        Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each GACC Mortgage
        Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies
        (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right
        thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage
        Loan Seller to Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced
        Depositor or Non-Serviced Master Servicer).
	 

        15a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed
        with the lender pursuant to each GACC Mortgage Loan not in the servicer’s possession or control. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        15b
	 

        Review
        the MS Servicer Notices to determine if all escrows and deposits required pursuant to the GACC Mortgage Loan have been
        conveyed by the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan,
        to the related Non-Serviced Depositor or Non- Serviced Master Servicer). If so determined, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        16.
        No Holdbacks.  The Stated Principal Balance as of the Cut-off Date of the GACC Mortgage Loan set forth on the mortgage
        loan schedule attached as Exhibit A to the MLPA has been fully disbursed as of the Closing Date and there is no
        requirement for future advances thereunder (except in those cases where the full amount of the GACC Mortgage Loan has
        been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
        relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations
        determined by Mortgage Loan Seller to merit such
	 

        16a
	 

        Review
        the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal
        amount of the GACC Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

	 

        16b
	 

        Review
        the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those
        cases where the full amount of the GACC Mortgage
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-13 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	holdback).	 	Loan
    has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
    relating to leasing, repairs, or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations
    determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.	 
	 

        17.
        Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured
        by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause
        of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting
        the requirements of the related Loan Documents and having a claims-paying or financial strength rating meeting the Insurance
        Ratings Requirements (as defined below) in an amount (subject to a customary deductible) not less than the lesser of (1)
        the original principal balance of the GACC Mortgage Loan and (2) the full insurable value on a replacement cost basis
        of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged
        Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing
        such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged
        Property.

         

        “Insurance
        Ratings Requirements” means either (i) a claims paying or financial strength rating of any of the following; (a)
        at least “A-:VIII” from A.M. Best Company, (b) at least “A3” (or the equivalent) from Moody’s
        Investors Service, Inc. or (c) at least “A-” from S&P Global Ratings or (ii) the Syndicate Insurance Ratings
        Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of insurers,
        as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers
        that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage
        is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P
        Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc., and (ii) if such syndicate consists
        of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements
        (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by
	 

        17a
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property
        insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form”
        or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements
        of the related Mortgage Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles)
        not less than the lesser of (1) the original principal balance of any GACC Mortgage Loan and (2) the full insurable value
        on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor
        and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than
        the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions
        with respect to the Mortgaged Property. If so determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        17b
	 

        Review
        the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions
        are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17c
	 

        Review
        the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business
        interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months
        (or with respect to a GACC Mortgage Loan on a single
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)




 

    Exhibit QQ-B-14 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	insurers
                                         that have a claims paying or financial strength rating of at least “BBB-”
                                         by S&P Global Ratings or at least “Baa3” by Moody’s Investors

        Service,
        Inc.

         

        Each
        related Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business
        interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months
        (or with respect to each GACC Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

         

        If
        any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified
        in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower
        is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such
        additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage
        loans for securitization.

         

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, the related Borrower is required to maintain coverage for windstorm and/or
        windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less
        than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the full insurable value on
        a replacement cost basis of the improvements and personalty and fixtures owned by the Borrower and included in the related
        Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

         

        The
        Mortgaged Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general
        liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property
        damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required
        by the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence
        and $2 million in the aggregate.
	 	asset
    with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	 
	 

        17d
	 

        Review
        the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions
        are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17e
	 

        Review
        the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking
        lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management
        Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether
        the Mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program plus such
        additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage
        loans for securitization. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Survey; Insurance Summary Report

	 

        17f
	 

        If
        the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida,
        Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered
        for windstorm and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm
        and/or windstorm related perils and/or named storms in an amount not less than the lesser of (1) the original principal
        balance of the GACC Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements,
        and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property by an insurer meeting
        the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        17g
	 

        Review
        the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties,
        review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the




 

    Exhibit QQ-B-15 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 

        An
        architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic
        zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing
        either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
        for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on
        a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report
        concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements,
        earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M.
        Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by
        S&P Global Ratings in an amount not less than 100% of the SEL or PML, as applicable.

         

        The
        Loan Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration
        of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding
        principal amount of the related GACC Mortgage Loan (or Whole Loan, if applicable), the lender (or a trustee appointed
        by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment
        of the outstanding principal balance of such GACC Mortgage Loan (or Whole Loan, if applicable) together with any accrued
        interest thereon.

         

        All
premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and
such insurance policies name the lender under the GACC Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies
will inure to the benefit of the Trustee (or, in the case of a GACC Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable
Other Trustee). Each related GACC Mortgage Loan obligates the related Borrower to maintain all such insurance and, at such Borrower’s
failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such
Borrower for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’
prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
	 	Mortgage
    Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability
    insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual
    damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller
    for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.
    If so determined, it will be a Test pass.	insurance
    policies and/or certificates of insurance); Mortgage Loan Documents
	 

        17h
	 

        Review
        the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined,
        review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant
        for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum
        loss (“PML”) for the Mortgaged Property in the event of an earthquake and based on a 475-year return
        period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.
	 

        Property
        condition assessment; Seismic engineering study

	 

        17i
	 

        Review
        the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative
        properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of
        the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such
        Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by
        A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
        by S&P Global Ratings. The insurance amount should be not less than 100% of the SEL or the PML, as applicable. If
        so determined with respect to each part of the Test, it will be a Test pass.
	 

        Seismic
        engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance
        policies and/or certificates of insurance)

	 

        17j
	 

        Review
        the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied
        either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-16 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	and
                                         at least 30 days’ prior notice to the lender of termination or cancellation (or
                                         such lesser period, not less than 10 days, as may be required by applicable law) arising
                                         for any reason other than non-payment of a premium and no such notice has been received
                                         by the Mortgage Loan

        Seller.
	 	losses
    in excess of 5% of the then-outstanding principal amount of the GACC Mortgage Loan, the lender (or a trustee appointed by
    it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of
    the outstanding principal balance of such GACC Mortgage Loan or Whole Loan, as applicable, together with any accrued interest
    thereon. If such provisions are found, it will be a Test pass.	 
	 

        17k
	 

        Review
        the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date.
        If such a notation or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        17l
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance policies name the lender under any GACC Mortgage Loan
        and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
        insurance policy, as named or additional insured. If so determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        17m
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case
        of a GACC Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If so determined, it will
        be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        17n
	 

        Review
        the Mortgage Loan Documents to determine if any GACC Mortgage Loan obligates the Mortgagor to maintain all such insurance
        and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
        cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        17o
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance
	 

        Insurance
        Summary Report (solely with




 

    Exhibit QQ-B-17 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	policies
    and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
    at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium
    and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than
    10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium. If so determined,
    it will be a Test pass.	respect
    to residential cooperative properties, the insurance policies and/or certificates of insurance)
	 

        17p
	 

        Review
        the MS Servicer Notices for a notation or other indication that any notice described in Test 17o may have been received
        by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        18.
        Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and
        has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting
        ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water
        and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged
        Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of
        the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property,
        or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate
        tax lots, in which case the GACC Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the
        existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.
	 

        18a
	 

        Review
        the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence
        and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access
        to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
        a public road. If so determined, it will be a Test pass.
	 

        Zoning
        report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA

	 

        18b
	 

        Review
        the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence
        and the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private
        water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the
        Mortgaged Property. If so determined, it will be a Test pass.
	 

        Zoning
        report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA

	 

        18c
	 

        Review
        the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do
        not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently
        dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to
        the applicable governing authority for creation of separate tax lots, in which case any GACC Mortgage Loan requires the
        Mortgagor to escrow an amount sufficient to pay
	 

        Title
        Policy; Survey; Mortgage Loan Documents




 

    Exhibit QQ-B-18 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	taxes
    for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so determined,
    it will be a Test pass.	 
	 

        19.
        No Encroachments. To Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with
        origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary
        title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination
        of each GACC Mortgage Loan, all material improvements that were included for the purpose of determining the appraised
        value of the related Mortgaged Property at the time of the origination of such GACC Mortgage Loan are within the boundaries
        of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current
        use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements
        on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and
        adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained
        under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would
        not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
        obtained with respect to the Title Policy.
	 

        19a
	 

        Review
        the survey and Title Policy to determine if all material improvements that were included for the purpose of determining
        the appraised value of the Mortgaged Property at the time of the origination of such GACC Mortgage Loan are within the
        boundaries of the related Mortgaged Property, except for encroachments that do not materially and adversely affect the
        value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.
        If so determined, it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        19b
	 

        Review
        the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
        Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance
        or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        19c
	 

        Review
        the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except
        for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged
        Property or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined, it will
        be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        20.
        No Contingent Interest or Equity Participation.  No GACC Mortgage Loan has a shared appreciation feature, any other
        contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of
        the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation
        by the

        Mortgage
        Loan Seller.
	 

        20
	 

        Review
        the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative
        amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the
        rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no
        such feature is found with respect to each part of this Test, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        21.
        REMIC. The GACC Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but
        determined without regard to
	 

        21a
	 

        Review
        the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee
	 

        Origination
        settlement statement; Mortgage Loan




 

    Exhibit QQ-B-19 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	the
    rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”) Section 1.860G-2(f)(2)
    that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the GACC Mortgage
    Loan to the related Borrower at origination did not exceed the non-contingent principal amount of the GACC Mortgage Loan and
    (B) either: (a) such GACC Mortgage Loan is secured by an interest in real property (including buildings and structural components
    thereof, but excluding personal property) having a fair market value (i) at the date the GACC Mortgage Loan (or related Whole
    Loan, if applicable) was originated at least equal to 80% of the adjusted issue price of the GACC Mortgage Loan (or related
    Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the GACC Mortgage
    Loan (or related Whole Loan, if applicable) on such date, provided that for purposes hereof, the fair market value
    of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior
    to the GACC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the GACC Mortgage Loan; or (b)
    substantially all of the proceeds of such GACC Mortgage Loan were used to acquire, improve or protect the real property which
    served as the only security for such GACC Mortgage Loan (other than a recourse feature or other third-party credit enhancement
    within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations).  If the GACC Mortgage Loan was “significantly
    modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either
    (x) was modified as a result of the default or reasonably foreseeable default of such GACC Mortgage Loan or (y) satisfies
    the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date
    the GACC Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium
    and yield maintenance charges applicable to the GACC Mortgage Loan constitute “customary prepayment penalties”
    within the meaning of Section 1.860G- 1(b)(2) of the Treasury Regulations.  All terms used in this paragraph shall
    have the same meanings as set forth in the related Treasury Regulations.	 	did
    not exceed the non-contingent principal amount of the GACC Mortgage Loan. If so determined, it will be a Test pass.	 
	 

        21b
	 

        Review
        the most recent appraisal and Mortgage Loan Documents to determine if either (a) the GACC Mortgage Loan is secured by
        an interest in real property (including buildings and structural components thereof, but excluding personal property)
        having a fair market value (i) at the date the GACC Mortgage Loan (or related Whole Loan, if applicable) was originated
        at least equal to 80% of the adjusted issue price of any GACC Mortgage Loan (or related Whole Loan) on such date or (ii)
        at the Closing Date at least equal to 80% of the outstanding principal amount of the GACC Mortgage Loan (or related Whole
        Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property
        interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such GACC
        Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such GACC Mortgage Loan; or (b) substantially
        all of the proceeds of such GACC Mortgage Loan were used to acquire, improve or protect the real property which served
        as the only security for such GACC Mortgage Loan (other than a recourse feature or other third-party credit enhancement
        within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.
	 

        Appraisal;
        Mortgage Loan Documents

	 

        21c
	 

        Review
        the MS Servicer Notices for an indication or other notation that the GACC Mortgage Loan was modified prior to the Closing
        Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either
        (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the
        provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date
        of the last such modification for the date any GACC Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence
        of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such a notation
        or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit QQ-B-20 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 

        21d
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment
        Premiums and Yield Maintenance Charges applicable to any GACC Mortgage Loan do not constitute “customary prepayment
        penalties”. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        22.
        Compliance with Usury Laws.  The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
        charge, or prepayment premiums) of such GACC Mortgage Loan complied as of the date of origination with, or was exempt
        from, applicable state or federal laws, regulations and other requirements pertaining to usury.
	 

        22a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the
        GACC Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        22b
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
        pertaining to the origination of any GACC Mortgage Loan, including but not limited to, usury and any and all other material
        requirements of any federal, state or local law have not been complied with. If such a notation or other indication is
        not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        22c
	 

        Review
        the Mortgage Loan Documents to determine if they provide that the GACC Mortgage Loan complied with usury laws. If so determined,
        it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        23.
        Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date
        that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in
        the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially
        and adversely affect the enforceability of such GACC Mortgage Loan by the Trust.
	 

        23
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage
        Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to
        transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or
        other indication is found, determine whether the failure to be so authorized could not materially and adversely affect
        the enforceability of such GACC Mortgage Loan by the Trust. If so determined, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        24.
        Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination
        and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under
	 

        24
	 

        Review
        the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-21 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	applicable
    law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the
    Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.	 	 	 
	 

        25.
        Local Law Compliance.  To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental
        authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
        Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by
        the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage
        loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property
        securing a GACC Mortgage Loan as of the date of origination of such GACC Mortgage Loan and as of the Cut-off Date, there
        are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning
        Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which as
        the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately
        prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure
        immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property,
        (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage
        in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage
        for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material
        adverse effect on the GACC Mortgage Loan. The terms of the Loan Documents require the Borrower to comply in all material
        respects with all applicable governmental regulations, zoning and building laws.
	 

        25a
	 

        Review
        the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
        building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located
        on or forming part of each Mortgaged Property securing a GACC Mortgage Loan as of the date of origination of such GACC
        Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute
        a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full
        extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair
        to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and
        adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance
        policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan
        Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the
        property to current Zoning Regulations or (iv) would not have a material adverse effect on the GACC Mortgage Loan. If
        such indication is found, it will be a Test pass.
	 

        Zoning
        Report; Title Policy

	 

        25b
	 

        Review
        the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
        governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        26.
        Licenses and Permits.  Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits
        and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect,
        and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s
        report or other
	 

        26a
	 

        Review
        the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable
        governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined,
        it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-22 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	affirmative
    investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar
    commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all
    such material licenses, permits and applicable governmental authorizations are in effect. The GACC Mortgage Loan requires
    the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	 

        26b
	 

        Review
        the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
        had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations
        necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not
        found, it will be a Test pass.
	 

        Mortgage
        Loan Documents; MS Servicer Notices

	 

        26c
	 

        Review
        the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
        in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        27.
        Recourse Obligations. The Loan Documents for each GACC Mortgage Loan provide that (a) the related Borrower and
        at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from
        certain acts of the related Borrower and/or its principals specified in the related Loan Documents, which acts generally
        include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation
        of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional
        material physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow
        generated by the related Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants
        contained in the related Loan Documents, and (b) the GACC Mortgage Loan shall become full recourse to the related Borrower
        and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy
        or insolvency law.
	 

        27a
	 

        Review
        the Mortgage Loan Documents for each GACC Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b)
        of the representation and warranty 27. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        28.
        Mortgage Releases.  The terms of the related Mortgage or related Loan Documents do not provide for release of any
        material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by
        principal repayment, or partial Defeasance (as defined in representation and warranty 33), of not less than a specified
        percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged
        Property and (ii) the outstanding principal balance of the GACC Mortgage Loan, (b) upon payment in full of such GACC Mortgage
        Loan, (c) upon a Defeasance (as
	 

        28a
	 

        Review
        the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
        the only conditions under which a property may be released during the life of the GACC Mortgage Loan are as set forth
        in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will
        be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        28b
	 

        Review
        the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a)
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-23 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	defined
                                         in representation and warranty 33), (d) releases of out-parcels that are unimproved or
                                         other portions of the Mortgaged Property which will not have a material adverse effect
                                         on the underwritten value of the Mortgaged Property and which were not afforded any material
                                         value in the appraisal obtained at the origination of the GACC Mortgage Loan and are
                                         not necessary for physical access to the Mortgaged Property or compliance with zoning
                                         requirements, or (e) as required pursuant to an order of condemnation or taking by a
                                         State or any political subdivision or authority thereof. With respect to any partial
                                         release under the preceding clauses (a) or (d), either: (x) such release
                                         of collateral (i) would not constitute a “significant modification” of the
                                         subject GACC Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury
                                         Regulations and (ii) would not cause the subject GACC Mortgage Loan to fail to be a “qualified
                                         mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee
                                         or servicer can, in accordance with the related Loan Documents, condition such release
                                         of collateral on the related Borrower’s delivery of an opinion of tax counsel to
                                         the effect specified in the immediately preceding clause (x). For purposes of
                                         the preceding clause (x), if the fair market value of the real property constituting
                                         such Mortgaged Property (reduced by (1) the amount of any lien on the real property that
                                         is senior to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the
                                         real property that is in parity with the lien of the GACC Mortgage Loan) after the release
                                         is not equal to at least 80% of the principal balance of the GACC Mortgage Loan (or Whole
                                         Loan, as applicable) outstanding after the release, the Borrower is required to make
                                         a payment of principal in an amount not less than the amount required by the REMIC Provisions.

         

        In
        the case of any GACC Mortgage Loan, in the event of a condemnation or taking of any portion of a Mortgaged Property by
        a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Borrower can
        be required to pay down the principal balance of the GACC Mortgage Loan in an amount not less than the amount required
        by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration
        of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged
        Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the
        real property constituting the remaining Mortgaged Property
	 	or
    (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute
    a “significant modification” of the subject GACC Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of
    the Treasury Regulations and (ii) would not cause the subject GACC Mortgage Loan to fail to be a “qualified mortgage”
    within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents,
    condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect
    specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the
    real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior
    to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the GACC
    Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the GACC Mortgage Loan or Whole
    Loan, as applicable, outstanding after the release, the Mortgagor is required to make a payment of principal in an amount
    not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	 

        28c
	 

        Review
        the Mortgage Loan Documents for provisions stating that in the case of any GACC Mortgage Loan, in the event of a taking
        of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal
        proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the GACC Mortgage Loan
        or Whole Loans, as applicable, in an amount not less than the amount required by the REMIC Provisions and, to such extent,
        condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the
        Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but
        taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
        Property (reduced by (1) the amount of any lien on the real property that is senior to the GACC Mortgage Loan
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-24 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	(reduced
                                         by (1) the amount of any lien on the real property that is senior to the GACC Mortgage
                                         Loan and (2) a proportionate amount of any lien on the real property that is in parity
                                         with the lien of the GACC Mortgage Loan) is not equal to at least 80% of the remaining
                                         principal balance of the GACC Mortgage Loan (or Whole Loan, as applicable).

         

        No
        GACC Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the
        release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial
        condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions.
	 	and
    (2) a proportionate amount of any lien on the real property that is in parity with the GACC Mortgage Loan) is not equal to
    at least 80% of the remaining principal balance of the GACC Mortgage Loan or Whole Loan, as applicable. If such provisions
    are found, it will be a Test pass.	 
	 

        28d
	 

        Review
        the Mortgage Loan Documents for provisions stating that no GACC Mortgage Loan that is secured by more than one Mortgaged
        Property or that is a Crossed Mortgage Loan

        permits
        the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial
        condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions. If
        such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        29.
        Financial Reporting and Rent Rolls.  Each GACC Mortgage Loan requires the Borrower to provide the owner or holder
        of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly
        (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the
        in-place base rent and annual financial statements.
	 

        29a
	 

        Review
        the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with
        quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
        will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        29b
	 

        Review
        the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the GACC Mortgage
        Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
        more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test
        pass.
	 

        Mortgage
        Loan Documents

	 

        30.
        Acts of Terrorism Exclusion.  With respect to each GACC Mortgage Loan over $20 million, the related special-form
        all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements)
        do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the
        Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization
        Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it
        is covered by a separate terrorism insurance policy. With respect to each other GACC Mortgage Loan, the related special-form
        all-
	 

        30a
	 

        Review
        the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review
        the insurance coverage review document for an indication that the special-form all-risk insurance policy and business
        interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts
        of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged
        Property. If such an indication is found, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Insurance coverage review document

	 

        30b
	 

        Review
        the insurance policy to determine if, as of the Cut-off
	 

        Mortgage
        Loan




 

    Exhibit QQ-B-25 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not,
    as of the date of origination of the GACC Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of
    the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded,
    it is covered by a separate terrorism insurance policy. With respect to each GACC Mortgage Loan, the related Loan Documents
    do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages
    related thereto except to the extent that any right to require such coverage may be limited by commercial availability on
    commercially reasonable terms, or as otherwise indicated on Exhibit C of the related GACC Mortgage Loan Purchase Agreement;
    provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that
    terrorism insurance is commercially available, the Borrower under each GACC Mortgage Loan is required to carry terrorism insurance,
    but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount
    of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required
    under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
    and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount,
    the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	 	Date,
    the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from
    coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance
    policy.  If not so determined, it will be a Test pass.	Documents;
    Insurance Policy
	 

        30c
	 

        Review
        the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage
        for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto,
        except to the extent that any right to require such coverage may be limited by commercial availability on commercially
        reasonable terms, or as otherwise indicated on Exhibit C to the applicable GACC Mortgage Loan Purchase Agreement, provided,
        that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
        available, the Mortgagor under each GACC Mortgage Loan is required to carry terrorism insurance, but in such event the
        Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance
        premium that is payable in respect of the property and business interruption/rental loss insurance required under the
        related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty
        and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount,
        the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.
        If such provisions are not found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        31.
        Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each GACC Mortgage Loan contains a
        “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance
        of such GACC Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not
        be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers
        without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller lending on the security
        of property comparable to the related Mortgaged Property,
	 

        31a
	 

        Review
        the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment
        of the unpaid principal balance of such GACC Mortgage Loan in the circumstances described in the first sentence of representation
        and warranty 31. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        31b
	 

        Review
        the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-26 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	including,
    without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property
    of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the
    related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly
    pledged, transferred or sold (in each case a “Transfer”), other than as related to (i) family and estate
    planning Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates as defined in the related
    Loan Documents, (iii) Transfers of less than, or other than, a controlling interest in the related Borrower, (iv) Transfers
    to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents
    or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) Transfers
    of stock or similar equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters
    of representations and warranties 28 and 33  or the exceptions thereto set forth in Exhibit C, or (vii) by reason
    of any mezzanine debt that existed at the origination of the related GACC Mortgage Loan as set forth on Schedule B- 1 to Exhibit
    B of the GACC Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Schedule B-2 to Exhibit
    B or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged
    Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is permitted under the
    related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule B-3
    to Exhibit B or (iv) Permitted Encumbrances.  The Mortgage or other Loan Documents provide that to the extent any
    Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Borrower
    is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such
    transfer or encumbrance.	 	with
    the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other
    reasonable fees and expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found,
    it will be a Test pass.	 
	 

        32.
        Single-Purpose Entity.  Each GACC Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least
        as long as the GACC Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Borrower
        with respect to each GACC Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that
        the Borrower is a Single-Purpose Entity, and each GACC Mortgage Loan with a Cut-off Date Stated Principal Balance of
	 

        32a
	 

        Review
        the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in
        representation and warranty 32) for at least as long as any GACC Mortgage Loan is outstanding. If such provisions are
        found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        32b
	 

        Review
        the Mortgage Loan Schedule for the Cut-off Date Balance of the GACC Mortgage Loan. If the GACC Mortgage
	 

        Mortgage
        Loan Schedule; Mortgage Loan




 

    Exhibit QQ-B-27 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	$20
    million or more has a counsel’s opinion regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents (or if the GACC Mortgage
    Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related
    Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating
    one or more of the Mortgaged Properties securing the GACC Mortgage Loans and prohibit it from engaging in any business unrelated
    to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented
    in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its
    interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related
    Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from
    those of any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity,
    separate and apart from any other person or entity.	 	Loan
    had a Cut-off Stated Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s
    organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist,
    it will be a Test pass.	Documents;
    Mortgagor’s organizational documents
	 

        32c
	 

        Review
        the Mortgage Loan Schedule for the Cut-off Date Balance of the GACC Mortgage Loan. If the GACC Mortgage Loan had a Cut-off
        Stated Principal Date Balance in excess of $20 million, review the Borrower’s Counsel Opinion regarding non-consolidation
        of the Borrower. If such an opinion is found, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Mortgagor’s Counsel Opinion

	 

        33.
        Defeasance. With respect to any GACC Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”),
        (i) the Loan Documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions
        specified in the Loan Documents; (ii) the GACC Mortgage Loan cannot be defeased within two years after the Closing Date;
        (iii) the Borrower is permitted to pledge only United States “government securities” within the meaning of
        Section 1.860G- 2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance,
        be sufficient to make all scheduled payments under the GACC Mortgage Loan when due, including the entire remaining principal
        balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance
        charge or prepayment premium) or, if the GACC Mortgage Loan is an ARD Loan, the entire principal balance outstanding on
        the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield
        maintenance charge or prepayment premium), and if the GACC Mortgage Loan permits partial releases of real property in
        connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments
        calculated on a principal amount equal to a specified percentage at least equal to the lesser of
	 

        33
	 

        Review
        the Mortgage Loan Documents for provisions allowing the GACC Mortgage Loan to be defeased, and if so, whether such Mortgage
        Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such
        provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-B-28 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	(a)
    110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the GACC
    Mortgage Loan; (iv) the Borrower is required to provide a certification from an independent certified public accountant that
    the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above;
    (v) if the Borrower would continue to own assets in addition to the Defeasance collateral, the portion of the GACC Mortgage
    Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose
    Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest
    in such collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees
    associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses
    associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	 

        34.
        Fixed Interest Rates.  Each GACC Mortgage Loan bears interest at a rate that remains fixed throughout the remaining
        term of such GACC Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.
	 

        34
	 

        Review
        the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the
        term of such GACC Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed.
        If such an indication is found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        35.
        Ground Leases.  For purposes of the MLPA, a “Ground Lease” shall mean a lease creating a leasehold
        estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest
        in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the
        premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements
        on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development
        agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

         

        With
        respect to any GACC Mortgage Loan where the GACC Mortgage Loan is secured by a leasehold estate under a Ground Lease in
        whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged
        Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the
	 

        35a
	 

        Review
        the appraisal to determine if the GACC Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty
        35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related
        Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists,
        proceed to Tests 35b through 35q.
	 

        Appraisal;
        Title Policy; Mortgage Loan Documents

	 

        35b
	 

        Review
        the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or
        submitted for recordation. If such indication is found, it will be a Test pass.
	 

        Title
        Policy; Mortgage Loan Documents

	 

        35c
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest
        of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor




 

    Exhibit QQ-B-29 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	ground
                                         lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage
                                         Loan Seller represents and warrants that:

         

        (a)   The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a
        form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement
        received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not
        restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage;

         

        (b)   The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without
        the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination
        of the GACC Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

         

        (c)   The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related GACC Mortgage Loan, or 10 years past the stated maturity if such GACC Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a GACC Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

         

        (d)   The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;

         

        (e)   The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground
        Lease is
	 	Property
    by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If
    such indication is found, it will be a Test pass.	 
	 

        35d
	 

        Review
        the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified
        or canceled or terminated without the prior written consent of the lender, and no such consent has been granted by the
        Mortgage Loan Seller since the origination of the GACC Mortgage Loan except as reflected in any written instruments which
        are included in the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by
        the Mortgage Loan Seller since the origination of the GACC Mortgage Loan except as reflected in any instruments including
        in the related Mortgage File. If such a provision is found and no indication is found, it will be a Test pass.
	 

        Ground
        Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor

	 

        35e
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an
        original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,
        and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
        of the related GACC Mortgage Loan, or ten years past the stated maturity if such GACC Mortgage Loan fully amortizes by
        the stated maturity (or with respect to a GACC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes).
        If such an indication is found, it will be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor

	 

        35f
	 

        Review
        the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
        to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted
        Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee
        on the lessor’s fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test
        pass.
	 

        Title
        Policy; SNDA

	 

        35g
	 

        Review
        the Ground Lease and any estoppel or other agreement
	 

        Ground
        Lease; estoppel




 

    Exhibit QQ-B-30 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	assignable
                                         to the holder of the GACC Mortgage Loan and its successors and assigns without the consent
                                         of the lessor thereunder, and in the event it is so assigned, it is further assignable
                                         by the holder of the GACC Mortgage Loan and its successors and assigns without the consent
                                         of the lessor;

         

        (f)   The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such
        Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and
        no condition that, but for the passage of time or giving of notice, would result in a material default under the terms
        of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect
        as of the Closing Date;

         

        (g)   The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written
        notice of any default, and provides that no notice of default or termination is effective against the lender unless such
        notice is given to the lender;

         

        (h)   A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the
        interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
        is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)   The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the
        Mortgage Loan Seller in connection with loans originated for securitization;

         

        (j)   Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
        total loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of
        all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified
        in the related Loan
	 	received
    from the ground lessor for an indication that the Ground Lease does not place commercially unreasonable restrictions on the
    identity of the Mortgagee and the Ground Lease is assignable to the holder of the GACC Mortgage Loan and its successors and
    assigns without the consent of the lessor thereunder. If such indication is found, it will be a Test pass.	 
	 

        35h
	 

        Review
        the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the
        GACC Mortgage Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will
        be a Test pass.
	 

        Ground
        Lease

	 

        35i
	 

        Review
        the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default
        under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        35j
	 

        Review
        the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under
        such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default
        under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        35k
	 

        Review
        the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in
        full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        35l
	 

        Review
        the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required
        to give to the lender written notice of any default, and provide that no notice of default or termination is effective
        against the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease; ancillary agreement

	 

        35m
	 

        Review
        the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including,
        where necessary, sufficient time to gain possession
	 

        Ground
        Lease and Related Documents




 

    Exhibit QQ-B-31 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Documents)
                                         the lender or a trustee appointed by it having the right to hold and disburse such proceeds
                                         as repair or restoration progresses, or to the payment of the outstanding principal balance
                                         of the GACC Mortgage Loan, together with any accrued interest;

         

        (k)   In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other
        agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
        allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related
        Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal
        balance of the GACC Mortgage Loan, together with any accrued interest; and

         

        (l)   Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter
        into a new lease with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease
        in a bankruptcy proceeding.
	 	of
    the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which
    is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If
    such provisions are found, it will be a Test pass.	 
	 

        35n
	 

        Review
        the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with
        loans originated for securitization. If no such provisions are found, it will be a Test pass.
	 

        Ground
        Lease

	 

        35o
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the
        Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award
        allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii)
        in respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the
        repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess
        of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having
        the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
        principal balance of the GACC Mortgage Loan, together with any accrued interest. If such indications are found, it will
        be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

	 

        35p
	 

        Review
        the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an
        indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an
        estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the
        condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or
        taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment
        of the outstanding principal balance of the GACC Mortgage Loan, together with any accrued interest. If such an indication
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents




 

    Exhibit QQ-B-32 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	is
    found, it will be a Test pass.	 
	 

        35q
	 

        Review
        the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured,
        the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason,
        including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease

	 

        36.
        Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the GACC Mortgage
        Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for
        conduit loan programs.
	 

        36
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing
        and collection practices used by the Mortgage Loan Seller with respect to the GACC Mortgage Loan was not in all material
        respects legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs.
        If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        37.
        Origination and Underwriting.  The origination practices of the Mortgage Loan Seller (or the related originator
        if the Mortgage Loan Seller was not the originator) with respect to each GACC Mortgage Loan have been, in all material
        respects, legal and as of the date of its origination, such GACC Mortgage Loan and the origination thereof complied in
        all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination
        of such GACC Mortgage Loan; provided that such representation and warranty does not address or otherwise cover
        any matters with respect to federal, state or local law otherwise covered in Exhibit B to the GACC Mortgage Loan Purchase
        Agreement.
	 

        37
	 

        Review
        the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the
        related originator if the Mortgage Loan Seller was not the originator) with respect to each GACC Mortgage Loan have not
        been, in all material respects, legal and as of the date of its origination, such GACC Mortgage Loan, or the origination
        thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local
        law relating to the origination of such GACC Mortgage Loan; provided that representation and warranty 37 does not address
        or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the GACC
        Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices; GACC Mortgage Loan Purchase Agreement

	 

        38.
        No Material Default; Payment Record. No GACC Mortgage Loan has been more than 30 days delinquent, without giving
        effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no GACC
        Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments
        as of the Closing Date. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation
        or event of acceleration existing
	 

        38a
	 

        Review
        the MS Servicer Notices for notation that (i) the GACC Mortgage Loan has been more than 30 days delinquent, giving effect
        to any grace or cure period, in making required payments as of the Closing Date, or (ii) the GACC Mortgage Loan was delinquent
        beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices




 

    Exhibit QQ-B-33 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	under
    the related GACC Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of
    time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation
    or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a)
    or clause (b), materially and adversely affects the value of the GACC Mortgage Loan or the value, use or operation
    of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any
    default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled
    to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit B to the GACC Mortgage Loan Purchase
    Agreement.  No person other than the holder of such GACC Mortgage Loan may declare any event of default under the
    GACC Mortgage Loan or accelerate any indebtedness under the Loan Documents.	 

        38b
	 

        Review
        the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach,
        violation or event of acceleration existing under the related GACC Mortgage Loan, or (b) an event (other than payments
        due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period,
        would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event
        of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the GACC
        Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will
        be a Test pass.
	 

        MS
        Servicer Notices

	 

        39.
        Bankruptcy. As of the date of origination of the related GACC Mortgage Loan and, to the Mortgage Loan Seller’s
        knowledge, as of the Cut-off Date, no related Borrower, guarantor or tenant occupying a single tenant property is a debtor
        in state or federal bankruptcy, insolvency or similar proceeding.
	 

        39
	 

        Review
        the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant
        occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If
        no such indication or notation is found, it will be a Test pass.
	 

        Lexis/Nexis
        (or comparable) search; MS Servicer Notices

	 

        40.
        Organization of Mortgagor.  With respect to each GACC Mortgage Loan, in reliance on certified copies of the organizational
        documents of the Borrower delivered by the Borrower in connection with the origination of such GACC Mortgage Loan, the
        Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or
        the Commonwealth of Puerto Rico. Except with respect to any Crossed Mortgage Loan, no GACC Mortgage Loan has a Borrower
        that is an Affiliate of another Borrower under another Mortgage Loan. (An “Affiliate” for purposes
        of this paragraph (40) means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)
	 

        40a
	 

        Review
        the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor
        is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
        of Puerto Rico. If such indication is found, it will be a Test pass.
	 

        Organizational
        Documents of the Mortgagor

	 

        40b
	 

        Review
        the MS Servicer Notices to determine if there is any indication that, except with respect to any GACC Mortgage Loan that
        is a cross-collateralized and Crossed Mortgage Loan, no GACC Mortgage Loan has a Mortgagor that is an affiliate of another
        Mortgagor under another GACC Mortgage Loan. If such an indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices; Prospectus

	 

        41.
        Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase
        II site assessment) and, with respect to certain GACC Mortgage Loans, a Phase II environmental site assessment (collectively,
        an “ESA”) meeting ASTM requirements
	 

        41a
	 

        Review
        any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted
        by a reputable environmental consultant within 12 months prior to the origination date of the Mortgage Loan (or
	 

        ESA




 

    Exhibit QQ-B-34 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	conducted
    by a reputable environmental consultant in connection with such GACC Mortgage Loan within 12 months prior to its origination
    date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental
    conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”)
    at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was
    identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any
    such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental
    consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws
    or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender;
    (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead
    based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations
    or maintenance plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate
    the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated
    in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained
    from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property
    was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded
    that no further action is required); (D) a secured creditor environmental policy or a pollution legal liability insurance
    policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent)
    by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the
    Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial
    resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower having financial
    resources reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage
    Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined
    in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	an
    update of a previous ESA prepared). If such an indication is found, it will be a Test pass.	 
	 

        41b
	 

        Review
        the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related
        Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified.
        If no such indication is found, it will be a Test pass.
	 

        ESA

	 

        41c
	 

        Review
        the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related
        Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified.
        If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any
        of the subparts indications are found, it will be a Test pass.
	 

        ESA;
        Escrow Statements; Mortgage Loan Documents

	 	 

        1.
        Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant
        to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or
        the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.
	 

        Escrow
        statements

	 	 

        2.
        Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing
        materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is
        the institution of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance
        plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to
        mitigate the identified risk.
	 

        ESA;
        Mortgage Loan Documents

	 	 

        3.
        Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental
        consultant for an indication that any Environmental Condition identified in the ESA was remediated
	 

        No
        further action or closure letter regarding Environmental Condition




 

    Exhibit QQ-B-35 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	or
    abated in all material respects prior to the Cut-off Date.	 
	 	 

        4.
        Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution
        legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated
        no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings,
        Inc.
	 

        Insurance
        coverage review documents

	 	 

        5.
        Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible
        party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan
        Seller to be adequate to address the situation.
	 

        Mortgage
        Loan Documents

	 	 

        6.
        Review the Mortgage Loan Documents for an indication that a party related to the Mortgagor having financial resources
        estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.
	 

        Mortgage
        Loan Documents

	 

        41d
	 

        Review
        the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the
        Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be
        a Test pass.
	 

        MS
        Servicer Notices; ESA

	 

        42.
        Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within
        6 months of the GACC Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed
        by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed
        and certified to prepare appraisals in the state where the Mortgaged Property is located. Each appraiser has represented
        in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards
        of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and
        has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in
        any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the GACC
        Mortgage Loan.
	 

        42a
	 

        Review
        the appraisal to determine if it was dated within 6 months of the GACC Mortgage Loan origination date and within 12 months
        of the Closing Date. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        42b
	 

        Review
        the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the
        appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security
        of the Mortgaged Property. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        42c
	 

        Review
        the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”)
        and/or has been licensed and certified to prepare appraisals in the state
	 

        Appraisal




 

    Exhibit QQ-B-36 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	where
    the Mortgaged Property is located, and that the appraiser's compensation is not affected by the approval or disapproval of
    the GACC Mortgage Loan. If so determined, it will be a Test pass.	 
	 

        42d
	 

        Review
        the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the
        requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards
        Board of the Appraisal Foundation. If so determined, it will be a Test pass.
	 

        Appraisal

	 

        43.
        Mortgage Loan Schedule. The information pertaining to each GACC Mortgage Loan which is set forth in the mortgage
        loan schedule attached as Exhibit A to the MLPA is true and correct in all material respects as of the Cut-off
        Date and contains all information required by the MLPA to be contained therein.
	 

        43a
	 

        Review
        the Mortgage Loan Schedule attached as an exhibit to the related GACC Mortgage Loan Purchase Agreement and compare it
        to the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset
        summary report to determine if there are discrepancies between the documents. If there are no such discrepancies, it will
        be a Test pass.
	 

        Mortgage
        Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report

	 

        43b
	 

        Compare
        the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are
        no discrepancies, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; PSA

	 

        44.
        Cross-Collateralization.  No GACC Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan
        that is outside the Trust, except (i) with respect to any GACC Mortgage Loan that is part of a Whole Loan, any other mortgage
        loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part
        of a Whole Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole Loan of which
        such Mortgage Loan is a part.
	 

        44
	 

        Review
        the Mortgage Loan Documents to determine if the GACC Mortgage Loan is cross-collateralized or cross-defaulted with any
        other Mortgage Loan that is outside the Mortgage Pool, except (i) with respect to any GACC Mortgage Loan that is part
        of a Whole Loan, any other mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage
        Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such GACC Mortgage
        Loan or with a Whole Loan of which such GACC Mortgage Loan is a part. If not so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        45.
        Advance of Funds by Mortgage Loan Seller.  After origination, no advance of funds has been made by the Mortgage
        Loan Seller to the related Borrower other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s
        knowledge, no funds have been received from any
	 

        45a
	 

        Review
        the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made
        by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan
	 

        MS
        Servicer Notices




 

    Exhibit QQ-B-37 


     


    

 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	person
    other than the related Borrower or an affiliate for, or on account of, payments due on the GACC Mortgage Loan (other than
    as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by
    the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither
    the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under
    a GACC Mortgage Loan, other than contributions made on or prior to the date hereof.	 	Documents,
    or that funds have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments
    due on the GACC Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not
    in limitation of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated
    under the related lease or Mortgage Loan Documents). If such a notation or other indication is not found, it will be a Test
    pass.	 
	 

        45b
	 

        Review
        the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital
        contribution to the Mortgagor under a GACC Mortgage Loan, other than contributions made on or prior to the Closing Date.
        If not so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        46.
        Compliance with Anti-Money Laundering Laws.  Mortgage Loan Seller has complied in all material respects with all
        applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect
        to the origination of the GACC Mortgage Loan, the failure to comply with which would have a material adverse effect on
        the GACC Mortgage Loan.
	 

        46
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did
        not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including
        without limitation the USA Patriot Act of 2001 in connection with the origination of any GACC Mortgage Loan, the failure
        to comply with which would have a material adverse effect on the GACC Mortgage Loan. If such a notation or other indication
        is not found, it will be a Test pass.
	 

        MS
        Servicer Notices



 






    Exhibit QQ-B-38 


     


    

 






EXHIBIT QQ-C


 


CREFI ASSET REVIEW PROCEDURES


 



 Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing
Agreement (“PSA”), the Asset Representations Reviewer (“Asset Representations Reviewer”)
shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller only with
respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in this Exhibit QQ-C if, and only to the extent, the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials
in order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not defined
herein have the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning set forth in
the related mortgage loan purchase agreement where CREFI is the Seller (the “CREFI Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the CREFI Mortgage Loan Purchase
Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to



 




    Exhibit QQ-C-1


     


    

such Test if the sole reason
for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the
Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations
Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner
provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect,
or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ-C, and will not be obligated to perform
additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations Reviewer will not be
required to review any information other than (1) Review Materials specified in the related Test and (2) if applicable,
Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information
relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information,
the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred
to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 




    Exhibit QQ-C-2


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	1. Whole Loan; Ownership of Mortgage Loans. Except with respect to a CREFI Mortgage Loan that is part of a Whole Loan, each CREFI Mortgage Loan is a whole loan and not a participation interest in a CREFI Mortgage Loan.  Each CREFI Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note.  At the time of the sale, transfer and assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each CREFI Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such CREFI Mortgage Loan other than any servicing rights appointment or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer each CREFI Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such CREFI Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such CREFI Mortgage Loan.	1a	Review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such CREFI Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage; Mortgage Note; Loan agreement related to the CREFI Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.
	1b	Review any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee for the Other Securitization), participation or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each CREFI Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such CREFI Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	1c	Review the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the CREFI Mortgage Loan. If such notation is not found, it will be a Test pass.	MS Servicer Notices
	1d	Review the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of such 	MS Servicer Notices
	 	 	 	 	 


 


 




    Exhibit QQ-C-3


     


    

 


 


 





	Representations and Warranties	 	Test	Review Materials









	 	 	CREFI Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such CREFI Mortgage Loan. If such notation is not found, it will be a Test pass.	 
	
        2. Loan Document Status. Each related Mortgage Note,
        Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf
        of the related borrower, guarantor or other obligor in connection with such CREFI Mortgage Loan is the legal, valid and binding
        obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the
        foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and
        is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency,
        fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally
        and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at
        law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment
        of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or
        rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such
        limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s
        realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the
        “Standard Qualifications”).

         

        Except as set forth in the immediately preceding sentences,
there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect to any of
the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense,
counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the CREFI Mortgage
Loan, that would deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan
Documents.
	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such CREFI Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s Counsel Opinion
	2b	Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the CREFI Mortgage Loan, that would deny the Mortgagee (as defined in the related CREFI Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	3. Mortgage Provisions. The Loan Documents for each CREFI Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged 	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and 	Mortgage Loan Documents; Mortgagor’s Counsel Opinion


 


 




    Exhibit QQ-C-4


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	 	remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	 
	4. Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Loan Documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Borrower nor the related guarantor has been released from its material obligations under the CREFI Mortgage Loan.  With respect to each CREFI Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such CREFI Mortgage Loan consented to by the Mortgage Loan Seller on or after November 21, 2018.	4a	Review the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect since origination through the Closing Date, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	4b	Review the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage through the Closing Date in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents
	4c	Review the MS Servicer Notices and Mortgage Loan Documents for notation that neither the related Borrower nor the related guarantor has been released from its material obligations under the CREFI Mortgage Loan prior to the Closing Date except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents
	4d	Review the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to 	MS Servicer Notices; Mortgage Loan Documents


 


 




    Exhibit QQ-C-5


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	 	 	by the Mortgage Loan Seller on or after November 21, 2018. If no such notation is found, it will be a Test pass.	 
	5. Hospitality Provisions.  The Mortgage Loan documents for each CREFI Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the CREFI Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide, or if neither (A) nor (B) is applicable, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The mortgage or related security agreement for each CREFI Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no representation is made as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	5a	Review the appraisals to determine if any of the properties are specifically identified as hospitality properties.  If so, review the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar agreement signed by the related Mortgagor and franchisor or licensor that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor, either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the CREFI Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee shall provide. If so determined with respect to each part of this Test, it will be a Test pass.	Appraisal; mortgage file; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor
	5b	If the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such property.  Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of any related UCC financing statements, related amendments and continuation statements.  If so determined with respect to each part of this Test, it will be a Test pass.	UCC filings; Appraisal; Mortgage File
	6. Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the related Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest in the Mortgaged Property in the principal amount of such CREFI Mortgage	6a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	6b	Review the related Mortgage and the Assignment of Leases, 	Mortgage; Assignment of 


 


 




    Exhibit QQ-C-6


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 7 set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only)(subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.	 	Rents and Profits for each property for provisions to the effect that the related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related Borrower. If no such provision is found, it will be a Test pass.	Leases, Rents and Profits
	6c	Review the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the related Borrower’s fee or leasehold) interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the CREFI Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.	Title Policy; Mortgage; Mortgage Loan Schedule
	6d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	Title Policy
	6e	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.  	MS Servicer Notices
	6f	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of 	MS Servicer Notices


 


 




    Exhibit QQ-C-7


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	 	 	tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title insurance policy. If such a notation or other indication is not found, it will be a Test pass.	 
	6g	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7. Permitted Liens; Title Insurance.  Each Mortgaged Property securing a CREFI Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such CREFI Mortgage Loan (or with respect to a CREFI Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as 	7a	Review the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the CREFI Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	7b	Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.	Title Policy
	7c	Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted 	Title Policy


 


 




    Exhibit QQ-C-8


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related CREFI Mortgage Loan is cross-collateralized and cross-defaulted with another CREFI Mortgage Loan or a Whole Loan or is part of a Whole Loan that is cross-collateralized and cross-defaulted with another Whole Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for such other CREFI Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan or with the Whole Loan of which such Crossed Mortgage Loan is a part, provided that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the CREFI Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.	 	Encumbrances.  If not so determined, it will be a Test pass.	 
	7d	Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect as of the Cut-off Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.	Title Policy; MS Servicer Notices
	7e	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the CREFI Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	8. Junior Liens. It being understood that B notes secured by the same Mortgage as a CREFI Mortgage Loan are not subordinate mortgages or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens (which are the subject of the representation in representation and warranty 6 above), and equipment and other personal property financing). Except as set forth in Schedule B-1 to Exhibit B to the MLPA, the Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Borrower.	8a	Review the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property as of the origination date, except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title Policy
	8b	Review the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property financing. If so determined, it will be a Test pass.	Title Policy
	8c	Review the MS Servicer Notices for a notation or other 	MS Servicer Notices; 


 


 




    Exhibit QQ-C-9


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	 	 	indication that, except as set forth in Schedule B-1 to Exhibit B to the related CREFI Mortgage Loan Purchase Agreement, the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests in the related Borrower or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.	CREFI Mortgage Loan Purchase Agreement
	9. Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases, Rents and Profits constituting security for the entire Whole Loan), each related Assignment of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of default under the CREFI Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.	9a	Review the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage File; Assignment of Leases, Rents and Profits
	9b	Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications and subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Lease, Rents and Profits constituting security for the entire Whole Loan). If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage; Assignment of Leases, Rents and Profits
	9c	Review the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under the CREFI Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into	Assignment of Leases, Rents and Profits; Mortgage


 


 




    Exhibit QQ-C-10


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	 	 	possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	 
	10. UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the CREFI Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.	10	If the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	
        11. Condition of Property. The Mortgage Loan Seller or
        the originator of the CREFI Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months
        of origination of the CREFI Mortgage Loan and within twelve months of the Cut-off Date.

         

        An engineering report or property condition assessment
was prepared in connection with the origination of each CREFI Mortgage Loan no more than twelve months prior to the Cut-off Date.
To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination
of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage
(other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred maintenance
for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially
and adversely the use or value of
	11a	Review the engineering report or property condition assessment in the Mortgage File to determine if the related Mortgage Property was inspected within six months of the origination date and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering report; Property condition assessment
	11b	Review the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date.  Review the engineering report or property condition assessment to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering report; Property condition assessment
	11c	Review the MS Servicer Notices for a notation or other 	MS Servicer Notices


 


 




    Exhibit QQ-C-11


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	such Mortgaged Property as security for the CREFI Mortgage Loan.	 	indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is not found, it will be a Test pass.	 
	12. Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.	12	Review the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property (per the terms within representation and warranty 12) have not been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	13. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.	13	Review the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	14. Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be 	14a	Review the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest in the Mortgaged Property that existed 	Mortgage Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices


 


 




    Exhibit QQ-C-12


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	expected to materially and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Borrower’s ability to perform under the related CREFI Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the Mortgaged Property.	 	on the origination date (and with respect to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date) . If such an indication is not found, it will be a Test pass.	 
	14b	Review the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.	MS Servicer Notices
	15. Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each CREFI Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage Loan Seller to Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master Servicer).	15a	Review the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender pursuant to each CREFI Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	15b	Review the MS Servicer Notices to determine if all escrows and deposits required pursuant to the CREFI Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master Servicer). If so determined, it will be a Test pass.	MS Servicer Notices
	16. No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the CREFI Mortgage Loan set forth on the mortgage loan schedule attached as Exhibit A to the MLPA has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the CREFI Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations determined by Mortgage Loan Seller to merit such holdback).	16a	Review the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the CREFI Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	16b	Review the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the CREFI Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, or other matters with 	Mortgage Loan Documents


 


 




    Exhibit QQ-C-13


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	 	 	respect to the related Mortgaged Property, the Borrower or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.	 
	
        17. Insurance. Each related Mortgaged Property is, and
        is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance
        with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost
        valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength
        rating meeting the Insurance Ratings Requirements (as defined below) in an amount (subject to a customary deductible) not less
        than the lesser of (1) the original principal balance of the CREFI Mortgage Loan and (2) the full insurable value on
        a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included
        in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary
        or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related
        Mortgaged Property.

         

        “Insurance Ratings Requirements” means either (i)
        a claims paying or financial strength rating of any of the following; (a) at least “A-:VIII” from A.M. Best Company,
        (b) at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (c) at least “A-” from
        S&P Global Ratings or (ii) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements”
        means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least
        60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of
        such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least
        “BBB-” by S&P Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc., and (ii)
        if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance
        Ratings Requirements (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that
        have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3”
        by Moody’s Investors Service, Inc.

         
	17a	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Rating Requirements (as defined in representation and warranty 17), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the CREFI Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17b	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17c	Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a CREFI Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)


 


 




    Exhibit QQ-C-14


     


    

 


 


	Representations and Warranties	 	Test	Review Materials





	
        Each related Mortgaged Property is also covered, and required
        to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary
        deductible) covers a period of not less than 12 months (or with respect to each CREFI Mortgage Loan on a single asset with
        a principal balance of $50 million or more, 18 months).

         

        If any material part of the improvements, exclusive of a parking
        lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency
        as having special flood hazards, the related Borrower is required to maintain insurance in the maximum amount available under the
        National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage
        Loan Seller originating mortgage loans for securitization.

         

        If the Mortgaged Property is located within 25 miles of the
        coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower is
        required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer
        meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100%
        of the full insurable value on a replacement cost basis of the improvements and personalty and fixtures owned by the Borrower and
        included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

         

        The Mortgaged Property is covered, and required to be covered
        pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance
        Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and
        death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization, and in any event
        not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering consultant has performed an
        analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to

         
	17d	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17e	Review the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined, it will be a Test pass.	Mortgage Loan Documents; Survey; Insurance Summary Report
	17f	If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements, and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17g	Review the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a 	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); 


 


 




    Exhibit QQ-C-15


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	
        evaluate the structural and seismic condition of such property,
        for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
        for the Mortgaged Property in the event of an earthquake. In such instance, the SEL or PML, as applicable, was based on a 475-year
        return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that
        the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance
        on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings in an amount not less
        than 100% of the SEL or PML, as applicable.

         

        The Loan Documents require insurance proceeds in respect
of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property,
with respect to all property losses in excess of 5% of the then outstanding principal amount of the related CREFI Mortgage Loan
(or Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such CREFI Mortgage
Loan (or Whole Loan, if applicable) together with any accrued interest thereon.

         

        All premiums on all insurance policies referred to
in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the
CREFI Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the
general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee
(or, in the case of a CREFI Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). Each related CREFI
Mortgage Loan obligates the related Borrower to maintain all such insurance and, at such Borrower’s failure to do so, authorizes
the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower for related premiums.
All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the
lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice
to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
law) arising for any reason other than non-payment of a
	 	commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	Mortgage Loan Documents
	17h	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	Property condition assessment; Seismic engineering study
	17i	Review the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should be not less than 100% of the SEL or the PML, as applicable. If so determined with respect to each part of the Test, it will be a Test pass.	Seismic engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17j	Review the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the CREFI Mortgage Loan, the lender (or a trustee 	Mortgage Loan Documents


 


 




    Exhibit QQ-C-16


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	premium and no such notice has been received by the Mortgage Loan Seller.	 	appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such CREFI Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	 
	 	17k	Review the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	17l	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies name the lender under any CREFI Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17m	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a CREFI Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review the Mortgage Loan Documents to determine if any CREFI Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage Loan Documents
	17o	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies)	Insurance Summary Report (solely with respect to residential cooperative properties, the 


 


 




    Exhibit QQ-C-17


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	 	 	require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	insurance policies and/or certificates of insurance)
	 	17p	Review the MS Servicer Notices for a notation or other indication that any notice described in Test 17(o) may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	18. Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the CREFI Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	18a	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18b	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18c	Review the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case any CREFI Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so 	Title Policy; Survey; Mortgage Loan Documents


 


 




    Exhibit QQ-C-18


     


    

 


	Representations and Warranties	 	Test	Review Materials
	 	 	determined, it will be a Test pass.	
	19. No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each CREFI Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy.	19a	Review the survey, Title Policy and Appraisal to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined, it will be a Test pass.	Survey; Title Policy; Appraisal
	19b	Review the survey, and Title Policy and Appraisal to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy; Appraisal
	19c	Review the survey, Title Policy and Appraisal to determine if there exist material improvements that encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy; Appraisal
	20. No Contingent Interest or Equity Participation. No CREFI Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.	20	Review the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents
	21. REMIC. The CREFI Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but determined without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury 	21a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the 	Origination settlement statement; CREFI Mortgage Loan


 


 




    Exhibit QQ-C-19


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	Regulations”) Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the CREFI Mortgage Loan to the related Borrower at origination did not exceed the non-contingent principal amount of the CREFI Mortgage Loan and (B) either: (a) such CREFI Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the CREFI Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the CREFI Mortgage Loan; or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations).  If the CREFI Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such CREFI Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the CREFI Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  Any prepayment premium and yield maintenance charges applicable to the CREFI Mortgage Loan constitute “customary prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations.  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	CREFI Mortgage Loan. If so determined, it will be a Test pass.	 
	21b	Review the most recent appraisal and Mortgage Loan Documents to determine if  (a) the CREFI Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the CREFI Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such CREFI Mortgage Loan or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	Appraisal; Mortgage Loan Documents
	21c	Review the MS Servicer Notices for an indication or other notation that the CREFI Mortgage Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such CREFI Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date any CREFI Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	21d	Review the MS Servicer Notices for a notation or other 	MS Servicer Notices


 


 




    Exhibit QQ-C-20


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	 	 	indication of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable to any CREFI Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	 
	22. Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such CREFI Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.	22a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the CREFI Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22b	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of such CREFI Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22c	Review the Mortgage Loan Documents to determine if they provide that the CREFI Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Mortgage Loan Documents
	23. Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such CREFI Mortgage Loan by the Trust.	23	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the Cut-off Date or as of the date that the Mortgage Loan Seller or the date that such other entity held the Mortgage note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such CREFI Mortgage Loan by the Trust. If so determined, it will be a Test pass.	MS Servicer Notices
	24. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the 	24a	
        Review the Mortgage Loan Documents to determine if
a trustee is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted
in accordance with the Mortgage and applicable
	Mortgage Loan Documents


 


 




    Exhibit QQ-C-21


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.	 	law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.  If so determined, it will be a Test pass.	 
	 	24b	Review the MS Servicer Notices for any indication that the Mortgage Loan Seller as of the Closing Date had knowledge that the appointed Trustee was not qualified under applicable law to serve as such, 	 
	25. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan as of the date of origination of such CREFI Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the CREFI Mortgage Loan.  The terms of the Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.	25a	Review the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan as of the date of origination of such CREFI Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the CREFI Mortgage Loan. If such indication is found, it will be a Test pass.	Zoning Report; Title Policy
	25b	Review the Mortgage Loan Documents for provisions that require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 


 




    Exhibit QQ-C-22


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	 	25c	Review the MS Servicer Notices to determine if the Mortgage Loan Seller had knowledge of a material violation of Zoning Regulations as outlined in test 25a above. If no indication is found, it will be a Test pass. 	MS Servicer Notices
	26. Licenses and Permits. Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  The CREFI Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	26a	Review the Mortgage Loan Documents to determine if the Borrower has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	Mortgage Loan Documents
	26b	Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	26c	Review the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27. Recourse Obligations. The Loan Documents for each CREFI Mortgage Loan provide that (a) the related Borrower and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Borrower and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the CREFI Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.	27a	Review the Mortgage Loan Documents for each CREFI Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 


 




    Exhibit QQ-C-23


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	
        28. Mortgage Releases. The terms of the related Mortgage
        or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage
        except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in representation and
        warranty 33), of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan
        amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the CREFI Mortgage Loan, (b) upon
        payment in full of such CREFI Mortgage Loan, (c) upon a Defeasance (as defined in representation and warranty 33), (d) releases
        of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on
        the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the
        origination of the CREFI Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning
        requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political subdivision or
        authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such
        release of collateral (i) would not constitute a “significant modification” of the subject CREFI Mortgage Loan
        within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject CREFI Mortgage
        Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee
        or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Borrower’s
        delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes
        of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced
        by (1) the amount of any lien on the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate
        amount of any lien on the real property that is in parity with the CREFI Mortgage Loan) after the release is not equal to at least
        80% of the principal balance of the CREFI Mortgage Loan (or Whole Loan, as applicable) outstanding after the release, the Borrower
        is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

         

        In the case of any CREFI Mortgage Loan, in the event of a condemnation
        or taking of any portion of a Mortgaged Property by a State or any political

         
	28a	Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the CREFI Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject CREFI Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject CREFI Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Borrower’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the CREFI Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the CREFI Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Borrower is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28c	Review the Mortgage Loan Documents for provisions stating that in the case of any CREFI Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Borrower can be required to pay down the principal balance of the CREFI Mortgage Loan 	Mortgage Loan Documents


 


 




    Exhibit QQ-C-24


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	
        subdivision or authority thereof, whether by legal
proceeding or by agreement, the Borrower can be required to pay down the principal balance of the CREFI Mortgage Loan in an amount
not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be
applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion
of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value
of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property
that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity
with the CREFI Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the CREFI Mortgage Loan (or Whole
Loan, as applicable).

         

        No CREFI Mortgage Loan that is secured by more than one Mortgaged
        Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties
        or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other
        requirements of the REMIC Provisions.

         
	 	or Whole Loans, as applicable, in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the CREFI Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the CREFI Mortgage Loan or Whole Loan, as applicable. If such provisions are found, it will be a Test pass.	 
	28d	Review the Mortgage Loan Documents for provisions stating that no CREFI Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29. Financial Reporting and Rent Rolls. Each CREFI Mortgage Loan requires the Borrower to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements.	29a	Review the Mortgage Loan Documents for provisions that require the Borrower to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29b	Review the Mortgage Loan Documents for provisions that require the Borrower to provide the owner or holder of the CREFI Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	30. Acts of Terrorism Exclusion. With respect to each CREFI Mortgage 	30a	Review the Mortgage Loan Documents to determine if the 	Mortgage Loan 


 


 




    Exhibit QQ-C-25


     


    

 


 


	Representations and Warranties	 	Test	Review Materials
	Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each other CREFI Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the CREFI Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each CREFI Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C to the related CREFI Mortgage Loan Purchase Agreement; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	 	original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Documents; Insurance coverage review document
	30b	Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.	Mortgage Loan Documents; Insurance Policy
	30c	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C to the applicable CREFI Mortgage Loan Purchase Agreement, provided, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	Mortgage Loan Documents


 


 




    Exhibit QQ-C-26


     


    

 


	Representations and Warranties	 	Test	Review Materials



	31. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each CREFI Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such CREFI Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Borrower, (iv) transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters of representation and warranty 28 and 33 or the exceptions thereto set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule B-2 to Exhibit B of the related CREFI Mortgage Loan Purchase Agreement, or future permitted mezzanine debt in each case as set forth on Schedule B-2 to Exhibit B of the related CREFI Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as set forth on Schedule B-3 to Exhibit B of the related CREFI Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, 	31a	Review the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such CREFI Mortgage Loan in the circumstances described in the first sentence of representation and warranty 31. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	31b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 


 




    Exhibit QQ-C-27


     


    

 


	Representations and Warranties	 	Test	Review Materials
	the Borrower is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	32. Single-Purpose Entity. Each CREFI Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as the CREFI Mortgage Loan is outstanding.  Both the Loan Documents and the organizational documents of the Borrower with respect to each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Borrower is a Single-Purpose Entity, and each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Borrower.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the CREFI Mortgage Loan has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the CREFI Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	32a	Review the Mortgage Loan Documents for provisions that require that the Borrower to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long as any CREFI Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Borrower’s organizational documents for provisions that require the Borrower to be a Single-Purpose Entity and that the Mortgagor’s organizational documents are consistent with the requirement. If so determined, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	32c	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	33. Defeasance. With respect to any CREFI Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions specified in the Loan Documents; (ii) the CREFI Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Borrower is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the CREFI Mortgage Loan when due, including the entire remaining 	33	Review the Mortgage Loan Documents for provisions allowing the CREFI Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents


 


 




    Exhibit QQ-C-28


     


    

 


	Representations and Warranties	 	Test	Review Materials
	principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the CREFI Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium), and if the CREFI Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal balance of the CREFI Mortgage Loan; (iv) the Borrower is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (v) if the Borrower would continue to own assets in addition to the Defeasance collateral, the portion of the CREFI Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	34. Fixed Interest Rates. Each CREFI Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such CREFI Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.	34	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such CREFI Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	35. Ground Leases. For purposes of the MLPA, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest 	35a	Review the appraisal to determine if the CREFI Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35q.	Appraisal; Title Policy; Mortgage Loan Documents


 


 




    Exhibit QQ-C-29


     


    

 


	Representations and Warranties	 	Test	Review Materials
	
        of the ground lessor as fee owner and does not include industrial
        development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

         

        With respect to any CREFI Mortgage Loan where the CREFI Mortgage
        Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber
        the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or
        other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage
        Loan Seller represents and warrants that:

         

        (a)    The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is
        acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground
        lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related
        Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided
        by the related Mortgage;

         

        (b)   The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the
        Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written
        consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the CREFI Mortgage
        Loan except as reflected in any written instruments which are included in the related Mortgage File;

         

        (c)   The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related CREFI Mortgage Loan, or 10 years past the stated maturity if such CREFI Mortgage Loan fully
        amortizes by the stated maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         
	35b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	35c	Review the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor
	35d	Review the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the CREFI Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller since the origination of the CREFI Mortgage Loan except as reflected in any instruments including in the related Mortgage File. If such a provision is found and no indication is found, it will be a Test pass.	Ground Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor
	35e	Review the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related CREFI Mortgage Loan, or ten years past the stated maturity if such CREFI Mortgage Loan fully amortizes by the stated maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor


 


 




    Exhibit QQ-C-30


     


    

 


	Representations and Warranties	 	Test	Review Materials
	
        (d)   The
        Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is
        subject;

         

        (e)   The
        Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
        to the holder of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the
        event it is so assigned, it is further assignable by the holder of the CREFI Mortgage Loan and its successors and assigns without
        the consent of the lessor;

         

        (f)    The
        Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease.
        To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but
        for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the
        Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

         

        (g)   The
        Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice
        of any default, and provides that no notice of default or termination is effective against the lender unless such notice is given
        to the lender;

         

        (h)   A
        lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of
        the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after
        the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;

         

        (i)    The
        Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan
        Seller in connection with loans originated for securitization;

         
	35f	Review the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title Policy; SNDA
	35g	Review the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such indication is found, it will be a Test pass.	Ground Lease; estoppel
	35h	Review the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will be a Test pass.	Ground Lease 
	35i	Review the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35j	Review the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35k	Review the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices


 


 




    Exhibit QQ-C-31


     


    

 


	Representations and Warranties	 	Test	Review Materials
	
        (j)    Under
        the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
        any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other
        than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or
        taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the
        related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents)
        the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses,
        or to the payment of the outstanding principal balance of the CREFI Mortgage Loan, together with any accrued interest;

         

        (k)   In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
        and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground
        lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent
        not applied to restoration, will be applied first to the payment of the outstanding principal balance of the CREFI Mortgage Loan,
        together with any accrued interest; and

         

        (l)    Provided
        that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
        with lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

         
	35l	Review the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give to the lender written notice of any default, and provide that no notice of default or termination is effective against the lender unless such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground Lease; ancillary agreement
	35m	Review the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	35n	Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated for securitization. If no such provisions are found, it will be a Test pass.	Ground Lease
	35o	Review the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the CREFI Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	35p	Review the Ground Lease and any estoppel or other agreement 	Ground Lease; estoppel or 


 


 




    Exhibit QQ-C-32


     


    

 


	Representations and Warranties	 	Test	Review Materials
	 	 	received from ground lessor and the Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the CREFI Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	other agreement received from ground lessor; Mortgage Loan Documents
	 	35q	Review the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease
	36. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the CREFI Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs. 	36	Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the CREFI Mortgage Loan was not in all material respects legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	37. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each CREFI Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such CREFI Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such CREFI Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement.	37	Review the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each CREFI Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such CREFI Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such CREFI Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with respect to federal, state or 	MS Servicer Notices; CREFI Mortgage Loan Purchase Agreement


 


 




    Exhibit QQ-C-33


     


    

 


	Representations and Warranties	 	Test	Review Materials



	 	 	local law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	 
	38. No Material Default; Payment Record. No CREFI Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and as of the date hereof, no CREFI Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related CREFI Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the CREFI Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit D to the CREFI Mortgage Loan Purchase Agreement.  No person other than the holder of such CREFI Mortgage Loan may declare any event of default under the CREFI Mortgage Loan or accelerate any indebtedness under the Loan Documents.	38a	Review the MS Servicer Notices for notation that (i) the CREFI Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the CREFI Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	38b	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related CREFI Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the CREFI Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	39. Bankruptcy. As of the date of origination of the related CREFI Mortgage Loan and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no related Borrower, guarantor or tenant occupying a single tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.	39	Review the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Borrower, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis (or comparable) search; MS Servicer Notices
	40. Organization of Mortgagor. With respect to each CREFI Mortgage Loan, in reliance on certified copies of the organizational documents of the Borrower delivered by the Borrower in connection with the origination of such CREFI Mortgage Loan, the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Crossed 	40a	Review the organizational documents of the Borrower to determine if there are certified copies indicating that the Borrower is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass. 	Organizational Documents of the Mortgagor


 


 




    Exhibit QQ-C-34


     


    

 


	Representations and Warranties	 	Test	Review Materials



	Mortgage Loan, no CREFI Mortgage Loan has a Borrower that is an Affiliate of another Borrower under another Mortgage Loan.  (An “Affiliate” for purposes of this representation and warranty 40 means, a Borrower that is under direct or indirect common ownership and control with another Borrower.)	40b	Review the MS Servicer Notices to determine if there is any indication that, except with respect to any CREFI Mortgage Loan that is a Crossed Mortgage Loan, no CREFI Mortgage Loan has a Borrower that is an affiliate of another Mortgagor under another CREFI Mortgage Loan. If such an indication is found, it will be a Test pass.	MS Servicer Notices; Prospectus
	41. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain CREFI Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such CREFI Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured creditor environmental policy or a pollution legal 	41a	Review any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted by a reputable environmental consultant within 12 months prior to the origination date of the CREFI Mortgage Loan (or an update of a previous ESA prepared). If such an indication is found, it will be a Test pass.	ESA
	41b	Review the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such indication is found, it will be a Test pass.	ESA
	41c	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA; Escrow Statements; Mortgage Loan Documents 
	 	1.  Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow statements
	 	2.  Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-	ESA; Mortgage Loan Documents


 


 




    Exhibit QQ-C-35


     


    

 


	Representations and Warranties	 	Test	Review Materials
	liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 
	 	 	3.  Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date.	No further action or closure letter regarding Environmental Condition
	 	4.  Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.	Insurance coverage review documents
	 	5.  Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	Mortgage Loan Documents
	 	6.  Review the Mortgage Loan Documents for an indication that a party related to the Borrower having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Mortgage Loan Documents
	41d	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	MS Servicer Notices; ESA
	42. Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the CREFI 	42a	Review the appraisal to determine if it was dated within 6 months of the CREFI Mortgage Loan origination date and 	Appraisal


 


 




    Exhibit QQ-C-36


     


    

 


	Representations and Warranties	 	Test	Review Materials



	Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the CREFI Mortgage Loan.	 	within 12 months of the Closing Date. If so determined, it will be a Test pass.	 
	42b	Review the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Borrower, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	42c	Review the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser's compensation is not affected by the approval or disapproval of the CREFI Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	42d	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	43. Mortgage Loan Schedule. The information pertaining to each CREFI Mortgage Loan which is set forth in the mortgage loan schedule attached as Exhibit A to the MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the MLPA to be contained therein.	43a	Review the Mortgage Loan Schedule attached as an exhibit to the related CREFI Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents and (iii) PSA to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement
	43b	Compare the information in the Mortgage Loan Schedule to the requirements of the MLPA to determine if all information required in the MLPA is contained therein. If so determined, it will be a Test pass.	Mortgage Loan Schedule; PSA
	44. Cross-Collateralization. No CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except (i) with respect to any CREFI Mortgage Loan that is part of a Whole Loan, any other mortgage loan that is part of such Whole Loan and 	44	Review the Mortgage Loan Documents to determine if the CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any other CREFI Mortgage Loan that is outside the Trust, except (i) with respect to any CREFI Mortgage Loan 	Mortgage Loan Documents


 


 




    Exhibit QQ-C-37


     


    

 


	Representations and Warranties	 	Test	Review Materials



	(ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole Loan of which such Mortgage Loan is a part.	 	that is part of a Whole Loan, any other mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such CREFI Mortgage Loan or with a Whole Loan of which such CREFI Mortgage Loan is a part. If not so determined, it will be a Test pass.	 
	45. Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the Mortgage Loan Seller to the related Borrower other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on the CREFI Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a CREFI Mortgage Loan, other than contributions made on or prior to the date hereof.	45a	Review the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by the Mortgage Loan Seller to the related Borrower other than in accordance with the Mortgage Loan Documents, or that funds have been received from any person other than the related Borrower or an Affiliate for, or on account of, payments due on the CREFI Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Loan Documents). If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	45b	Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to any Borrower under a CREFI Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	46. Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the CREFI Mortgage Loan, the failure to comply with which would have a material adverse effect on the CREFI Mortgage Loan.	46	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any CREFI Mortgage Loan, the failure to comply with which would have a material adverse effect on the CREFI Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices


 


 




    Exhibit QQ-C-38


     


    

 




EXHIBIT QQ-D


 


GSMC ASSET REVIEW PROCEDURES


 




 Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing
Agreement (“PSA”), the Asset Representations Reviewer (“Asset Representations Reviewer”)
shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller only with
respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or
associated Review Materials described in this Exhibit QQ-D if, and only to the extent, the Asset Representations Reviewer
determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials
in order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not defined
herein have the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning set forth in
the related mortgage loan purchase agreement where GSMC is the Seller (the “GSMC Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion,
legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the GSMC Mortgage Loan Purchase
Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to 



 






    Exhibit QQ-D-1


     


    

 


such Test if the sole
reason for not satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the
Asset Representations Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations
Reviewer that the documentation included in the Review Materials (after making such request for any missing documents in the manner
provided for in the PSA) is not sufficient to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect,
or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



 


The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ-D, and will not be obligated to perform
additional procedures on any Delinquent Loan. Notwithstanding the required Tests, the Asset Representations Reviewer will not be
required to review any information other than (1) Review Materials specified in the related Test and (2) if applicable,
Unsolicited Information. The Asset Representations Reviewer may, but is under no obligation to, consider Unsolicited Information
relevant to the Tests subject to the terms of the PSA. If the Asset Representations Reviewer considers Unsolicited Information,
the Asset Representations Reviewer shall take into account such Unsolicited Information, in addition to the Review Materials referred
to in the applicable Test(s) procedure when making a determination as to whether there is a Test pass.


 






    Exhibit QQ-D-2


     


    




 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
         

        1. Whole Loan; Ownership of Mortgage
Loans. Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan, each GSMC Mortgage Loan is a whole loan and
not a participation interest in a GSMC Mortgage Loan. Each GSMC Mortgage Loan that is part of a Whole Loan is a senior or pari
passu portion of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment
to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller),
participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each GSMC Mortgage Loan free
and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such
GSMC Mortgage Loan other than any servicing rights appointment, or similar agreement, any Other PSA with respect to a Non-Serviced
GSMC Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Mortgage Loan Seller
has full right and authority to sell, assign and transfer each GSMC Mortgage Loan, and the assignment to Depositor constitutes
a legal, valid and binding assignment of such GSMC Mortgage Loan free and clear of any and all liens, pledges, charges or security
interests of any nature encumbering such GSMC Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant
to a Co-Lender Agreement.
	
         

        1a
	
         

        Review the amounts listed on the original Mortgage
        Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule. If the amounts are the same,
        then such GSMC Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged
        Property would need to be aggregated. If identified as such, it will be a Test pass.
	
         

        Mortgage; Mortgage Note; Loan agreement related
        to the GSMC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases, Rents and Profits;
        and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.

	
         

        1b
	
         

        Review any notice previously delivered by the master
        servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively,
        the “MS Servicer Notices”) for notation of any Mortgage Loan or Mortgage that was subject to any assignment
        (other than assignments to the Mortgage Loan Seller), participation or pledge, or that the Mortgage Loan Seller did not have good
        title to, and was the sole owner of, each GSMC Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
        participations, any other ownership interests on, in or to such GSMC Mortgage Loan other than any servicing rights appointment
        or similar agreement. If no such notation is found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        1c
	
         

        Review the MS Servicer Notices for notation of any
        claim or assertion regarding the Mortgage Loan Seller
	
         

        MS Servicer Notices



 

 



    Exhibit QQ-D-3


     


    



 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	
        not having the full right and authority to
        sell, assign and transfer the GSMC Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to
        a Co-Lender Agreement. If such notation is not found, it will be a Test pass.
	 
	
         

        1d
	
         

        Review the MS Servicer Notices for notation
of any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of
such GSMC Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering
such GSMC Mortgage Loan. If such notation is not found, it will be a

        Test pass.
	
         

        MS Servicer Notices

	
         

        2. Loan Document Status. Each
        related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or
        on behalf of the related Mortgagor, guarantor or other obligor in connection with such GSMC Mortgage Loan is the legal, valid
        and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained
        in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as
        applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy,
        insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of
        creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered
        in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation,
        provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or
        premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the
        limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid
        as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or
	
         

        2a
	
         

        Review the opinion of Mortgagor’s counsel
        (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the
        related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or
        on behalf of the related Mortgagor, guarantor or other obligor in connection with such GSMC Mortgage Loan is the legal, valid
        and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained
        in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation),
        as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such
        indication exists, it will be a Test pass.
	
         

        Mortgagor’s Counsel

        Opinion

	
         

        2b
	
         

        Review the MS Servicer Notices for notation
of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the
related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense,
counterclaim or right based on intentional fraud by the Mortgage Loan
	
         

        MS Servicer Notices



 




    Exhibit QQ-D-4


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        security provided thereby (clauses (i) and (ii)
collectively, the “Standard Qualifications”).

         

        Except as set forth in the immediately preceding
        sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect
        to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset,
        defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the
        GSMC Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage
        or other Loan Documents.
	 	
        Seller in connection with the origination of the
        GSMC Mortgage Loan, that would deny the Mortgagee (as defined in the related GSMC Mortgage Loan Purchase Agreement) the
        principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such
        notation is found, it will be a Test pass.
	 
	
         

        3. Mortgage Provisions. The Loan Documents
        for each GSMC Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical
        realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including
        realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.
	
         

        3
	
         

        Review the Mortgage Loan Documents and Mortgagor’s
        Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the
        holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security
        intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
        set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.
	
         

        Mortgage Loan Documents; Mortgagor’s Counsel
        Opinion

	
         

        4. Mortgage Status; Waivers and Modifications.
        Since origination and except by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage,
        Mortgage Note, GSMC Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied,
        canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such
        Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any
        manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining
        portion of such Mortgaged Property; and (c) neither the related Mortgagor nor
	
         

        4a
	
         

        Review the MS Servicer Notices
        and Mortgage Loan Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered,
        satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided
        by such Mortgage since origination through the Closing Date, except by written instruments set forth in the related Mortgage File
        or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.
	
         

        Mortgage Loan Documents; MS Servicer Notices

	
         

        4b
	
         

        Review the MS Servicer Notices and Mortgage Loan
	
         

        MS Servicer Notices;



 




    Exhibit QQ-D-5


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        the related guarantor has been released from
its material obligations under the GSMC Mortgage Loan.
	 	
        Documents for an indication that a related
        Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage through the Closing Date in
        any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of
        the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File or as
        otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.
	
        Mortgage Loan

        Documents

	
         

        4c
	
         

        Review the MS Servicer Notices
        and Mortgage Loan Documents for notation that neither the related Mortgagor nor the related guarantor has been released from its
        material obligations under the GSMC Mortgage Loan prior to the Closing Date except by written instruments set forth in the related
        Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such notation is found, it will be a Test
        pass.
	
         

        MS Servicer Notices; Mortgage Loan Documents

	
         

        5. Lien; Valid Assignment. Subject to
        the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases to the Issuing Entity
        constitutes a legal, valid and binding assignment to the Issuing Entity. Each related Mortgage and Assignment of Leases is
        freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first
        lien on the related Mortgagor’s fee (or if identified on the GSMC Mortgage Loan Schedule, leasehold) interest in the
        Mortgaged Property in the principal amount of such GSMC Mortgage Loan or allocated loan amount (subject only to Permitted
        Encumbrances (as defined below) and the exceptions to representation and warranty 6 set forth on Exhibit C of the related
        GSMC Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement
        thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted
        Encumbrances and the Title
	
         

        5a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment of Leases to the
        Issuing Entity not constituting a legal, valid and binding assignment to the Issuing Entity, subject to the Standard Qualifications.
        If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        5b
	
         

        Review the related Mortgage and the Assignment of
        Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable
        without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.
	
         

        Mortgage; Assignment of Leases, Rents and Profits

	
         

        5c
	
         

        Review the Title Policy (as defined in representation
        and warranty 6) to determine if the related Mortgage is a
	
         

        Title Policy; Mortgage; Mortgage Loan



 




    Exhibit QQ-D-6


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.	 	first lien on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the GSMC Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.	Schedule
	
         

        5d
	
         

        Review the Title Policy to determine if the Mortgaged
        Property was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances
        which are prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those
        which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        5e
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge
        that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and
        other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances,
        Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation
        or

        other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        5f
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could
        give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except for Permitted
        Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title insurance policy. If
        such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 




    Exhibit QQ-D-7


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	
         

        5g
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on
        the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or
        good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication
        is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        6. Permitted Liens; Title
        Insurance. Each Mortgaged Property securing a GSMC Mortgage Loan is covered by an American Land Title Association loan
        title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction
        (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a
        “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the
        original principal amount of such GSMC Mortgage Loan (or with respect to a GSMC Mortgage Loan secured by multiple properties,
        an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all
        advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the
        indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of
        current real property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b)
        covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions
        (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly
        subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
        Property and condominium declarations; (f) if the related GSMC Mortgage Loan constitutes a Cross-Collateralized GSMC Mortgage
        Loan, the lien of the Mortgage for another GSMC Mortgage Loan contained in the same Crossed Group; and (g) if the related
        GSMC Mortgage Loan is part of a Whole Loan, the rights of
	
         

        6a
	
         

        Review the Title Policy to determine if it is an
        American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved
        for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the
        amount of the GSMC Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of
        principal. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Title Policy; Mortgage

        Loan Documents

	
         

        6b
	
         

        Review the Title Policy to determine if the first-priority
        lien of the Mortgage is subject only to Permitted Encumbrances, as defined in representation and warranty 6. If so determined,
        it will be a Test pass.
	
         

        Title Policy

	
         

        6c
	
         

        Review the Title Policy to determine if any Permitted
        Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as
        contemplated by items (f) or (g) in the definition of Permitted Encumbrances. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        6d
	
         

        Review the Title Policy and MS Servicer Notices
        for a notation or other indication that the coverage is not in full force and effect as of the Cut-off Date, that all premiums
        thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such
	
         

        Title Policy; MS Servicer Notices



 




    Exhibit QQ-D-8


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        the holder(s) of any related Companion
        Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in
        the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security
        intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due
        (collectively, the “Permitted Encumbrances”). Except as contemplated by clauses (f) and (g) of the preceding
        sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien
        of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full
        force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and
        no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any
        other holder of the GSMC Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage
        under such Title Policy.
	 	
        notation or other indication is found, it will
be a Test pass.
	 
	
         

        6e
	
         

        Review the MS Servicer Notices
        for a notation or other indication that the Mortgage Loan Seller, or any other holder of the GSMC Mortgage Loan, has done, by act
        or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not
        found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        7. Junior Liens. It being understood that
        B notes secured by the same Mortgage as a GSMC Mortgage Loan are not subordinate mortgages or junior liens, except for any GSMC
        Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, there are no subordinate mortgages
        or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and
        the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in representation
        and warranty 5 above), and equipment and other personal property financing). Except as set forth on an exhibit to the applicable
        GSMC Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests
        in the related Mortgagor.
	
         

        7a
	
         

        Review the Title Policy to determine if there is
        any subordinate mortgage or junior lien encumbering the related Mortgaged Property except for any GSMC Mortgage Loan that is cross-collateralized
        and cross-defaulted with another GSMC Mortgage Loan. If not so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7b
	
         

        Review the Title Policy to determine if there are
        no subordinate mortgages or junior mortgage liens securing the payment of money encumbering the related Mortgaged Property other
        than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens and
        equipment and other personal property financing. If so determined, it will be a Test pass.
	
         

        Title Policy

	
         

        7c
	
         

        Review the MS Servicer Notices
        for a notation or other indication that, except as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement,
	
         

        MS Servicer Notices; GSMC Mortgage Loan Purchase
        Agreement



 




    Exhibit QQ-D-9


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests in the related Mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.	 
	
         

        8. Assignment of Leases and Rents. There exists
        as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related
        Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority
        collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease
        or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations
        of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement
        thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable
        law, provides that, upon an event of default under the GSMC Mortgage Loan, a receiver is permitted to be appointed for the collection
        of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.
	
         

        8a
	
         

        Review the Mortgage File to determine if an Assignment
        of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined,
        it will be a Test pass.
	
         

        Mortgage File; Assignment of Leases, Rents and Profits

	
         

        8b
	
         

        Review the Title Policy to determine if the Mortgage,
        or any related Assignment of Leases has been recorded, and creates a valid first-priority collateral assignment of, or a valid
        first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license
        granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or
        leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard
        Qualifications and subject to the Permitted Encumbrances and the Title Exceptions. If so determined with respect to each part of
        this Test, it will be a Test pass.
	
         

        Title Policy; Mortgage; Assignment of Leases, Rents
        and Profits

	
         

        8c
	
         

        Review the Assignment of Leases (either as a
        separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of
        Leases, subject to applicable law, provides that upon an event of default under the GSMC Mortgage Loan, a receiver is
        permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the
        rents or for rents or for the
	
         

        Assignment of Leases, Rents and Profits; Mortgage



 




    Exhibit QQ-D-10


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	
        related Mortgagee to enter into possession to
collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.
	 
	
         

        9. UCC Filings. If the related Mortgaged Property
        is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded
        (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate
        public filing and/or recording offices necessary at the time of the origination of the GSMC Mortgage Loan to perfect a valid security
        interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor
        and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to
        a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related GSMC
        Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may
        be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each
        related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty
        described above. No representation is made as to the perfection of any security interest in rents or other personal property to
        the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in
        order to effect such perfection.
	
         

        9a
	
         

        Review the appraisals to determine if any of the
        properties are specifically identified as hospitality properties. If so, review the Mortgage File to determine if the Mortgage
        Loan Seller has filed and/or recorded UCC financing statements in the appropriate public filing and/or recording offices necessary
        at the time of the origination of the GSMC Mortgage Loan to perfect a valid security interest in all items of physical personal
        property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property
        (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and
        leaseback financing arrangement as permitted under the terms of the related GSMC Mortgage Loan documents or any other personal
        property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording
        or filing, as the case may be. If so determined with respect to each part of this Test, it will be a Test pass.
	
         

        Appraisal; Mortgage File; Franchise Agreement; Comfort
        Letter or Similar Agreement

	
         

        9b
	
         

        If the appraisals specifically identify any Mortgaged
        Properties as hospitality properties, review the security agreement for each Mortgaged Property to determine whether such security
        agreement creates a valid and enforceable lien and security interest on the items of personalty described in representation and
        warranty 9. If so determined with respect to each part of this Test, it will be a Test pass.
	 
	
         

        10. Condition of Property. The Mortgage Loan
        Seller or the originator of the GSMC Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six
        months of
	
         

        10a
	
         

        Review the engineering report or property condition
        assessment in the Mortgage File to determine if the related Mortgage Property was inspected within six
	
         

        Engineering report; Property condition assessment



 




    Exhibit QQ-D-11


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        origination of the GSMC Mortgage Loan and within
thirteen months of the Cut-off Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each GSMC Mortgage Loan no more than thirteen months prior to the Cut-off Date.
        To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination
        of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage
        (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely
        the use or value of such Mortgaged Property as security for the GSMC Mortgage Loan.
	 	
        months of the origination date and within thirteen
months of the Cut-off Date. If so determined, it will be a Test pass.
	 
	
         

        10b
	
         

        Review the engineering report
        or property condition assessment in the Mortgage File to determine if it was dated no more than thirteen months prior to the Cut-off
        Date. Review the engineering report or property condition assessment to confirm that each related Mortgaged Property is free of
        material damage. If so determined with respect to each part of the Test, it will be a Test pass.
	
         

        Engineering report; Property condition assessment

	
         

        10c
	
         

        Review the MS Servicer Notices
        for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged
        Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property
        other than those disclosed in the most recently dated engineering report or Servicing File and deferred maintenance for which escrows
        were established at origination. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        11. Taxes and Assessments. All taxes, governmental
        assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments
        thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the
        Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid,
        or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and
        penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and
        other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the
        date on which interest and/or penalties would first be payable thereon and (b) the date on which
	
         

        11
	
         

        Review the MS Servicer Notices for a notation or
        other indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation,
        water and sewage charges), or installments thereof, which could be a lien on the related Mortgage Property that would be of equal
        or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged
        Property (per the terms within representation and warranty 11) have not been paid, or an escrow of funds has been established in
        an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation
        or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices



 




    Exhibit QQ-D-12


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	enforcement action is entitled to be taken by the related taxing authority.	 	 	 
	
         

        12. Condemnation. As of the date of origination
        and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage
        Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for
        the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation
        of the Mortgaged Property.
	
         

        12
	
         

        Review the MS Servicer Notices for a notation or
        other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of
        the Cut-off Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge
        as of the Cut-off Date and as of the origination date of any such proceeding that would have a material adverse effect on the value,
        use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        13. Actions Concerning Mortgage Loan. As of
        the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there was no pending or filed
        action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s
        interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect
        (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s
        ability to perform under the related GSMC Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty,
        (e) the principal benefit of the security intended to be provided by the GSMC Mortgage Loan documents or (f) the current principal
        use of the Mortgaged Property.
	
         

        13a
	
         

        Review the Mortgage Loan Documents, the
Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding,
arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property
that existed on the origination date (and with respect to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date)
.. If such an indication is not found, it will be a Test pass.
	
         

        Mortgage Loan Documents; Mortgagor’s Counsel
        Opinion; MS Servicer Notices

	
         

        13b
	
         

        Review the MS Servicer Notices to determine if an
        adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation
        involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth
        in clauses (a)-(f) of representation and warranty 13. If any such adverse outcome would not reasonably be expected to adversely
        affect the matters set forth in clauses (a)-(f)

        of representation and warranty 13, it will be a Test
        pass.
	
         

        MS Servicer Notices

	
         

        14. Escrow Deposits. All escrow deposits
        and payments required to be escrowed with Mortgagee pursuant to each GSMC Mortgage
	
         

        14a
	
         

        Review the MS Servicer Notices
        for a notation or other indication of any escrow deposits and payments required
	
         

        MS Servicer Notices



 




    Exhibit QQ-D-13


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        Loan are in the possession, or under the
        control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure
        periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed
        with Mortgagee under the related Loan Documents are being conveyed by the Mortgage Loan Seller to Depositor or its
        servicer.
	 	
        to be escrowed with Mortgagee pursuant to each GSMC
        Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it
        will be a Test pass.
	 
	
         

        14b
	
         

        Review the MS Servicer Notices to determine if all
        escrows and deposits required pursuant to the GSMC Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Depositor
        or its servicer. If so determined, it will be a Test pass.
	
         

        MS Servicer Notices

	
         

        15. No Holdbacks. The principal amount of
        the GSMC Mortgage Loan stated on the GSMC Mortgage Loan Schedule attached as Exhibit A to the MLPA has been fully disbursed as
        of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of
        the GSMC Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction
        of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor
        or other considerations determined by the Mortgage Loan Seller to merit such holdback).
	
         

        15a
	
         

        Review the Mortgage Loan Schedule,
        Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the GSMC Mortgage Loan
        was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.
	
         

        Mortgage Loan Schedule; Loan Agreement; Mortgage
        Note; Origination settlement statement

	
         

        15b
	
         

        Review the Mortgage Loan Documents to determine if
        there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the GSMC Mortgage
        Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
        relating to leasing, repairs, or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations
        determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        16. Insurance. Each related Mortgaged
Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage
for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that
includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying
or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent)
from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings
	
         

        16a
	
         

        Review the Insurance Summary
        Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance)
        to determine if it shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss
        in accordance with coverage found under a “special cause of loss form” or “all-risk form” that includes
        replacement cost valuation issued by an insurer meeting the requirements of the related
	
         

        Insurance Summary Report (solely with respect to residential
        cooperative properties, the insurance policies and/or certificates of insurance)



 




    Exhibit QQ-D-14


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        (collectively the “Insurance Rating Requirements”),
        in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the GSMC Mortgage
        Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment
        owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event,
        not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions
        with respect to the related Mortgaged Property.

         

        Each related
        Mortgaged Property is also covered, and required to be covered pursuant to the related Loan Documents, by business interruption
        or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect
        to each GSMC Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

         

        If any material
        part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register
        by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related Mortgagor is required to maintain
        insurance in the maximum amount available under the National Flood Insurance Program (irrespective of whether such coverage is
        provided pursuant to a National Flood Insurance Program policy or through a private policy), plus such additional flood coverage
        in an amount as is generally required by the Mortgage Loan Seller for comparable mortgage loans intended for securitization.

         

        If the Mortgaged
        Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina
        or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or
        “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm
        and/or windstorm related perils
	 	Mortgage Loan Documents and the Insurance Rating Requirements (as defined in representation and warranty 16), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the GSMC Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	
         

        16b
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        16c
	
         

        Review the Insurance Summary
        Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance)
        to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which
        (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a GSMC Mortgage Loan on a single
        asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16d
	
         

        Review the Mortgage Loan Documents for provisions
        requiring the insurance coverage as stated in Test 16c above. If such provisions are found, it will be a Test pass.
	
         

        Mortgage Loan

        Documents

	
         

        16e
	
         

        Review the Mortgage Loan Documents and/or the
	
         

        Mortgage Loan



 




    Exhibit QQ-D-15


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        and/or named storms, in an
        amount not less than the lesser of (1) the original principal balance of the GSMC Mortgage Loan and (2) 100% of the full insurable
        value on a replacement cost basis of the improvements and personalty and fixtures included in the related Mortgaged Property by
        an insurer meeting the Insurance Rating Requirements.

         

        The Mortgaged
        Property is covered, and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance
        policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage
        and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial
        mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural
        or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order
        to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario expected limit
        (“SEL”) for the Mortgaged Property in the event of an earthquake. In such instance, the SEL was based on a 475-year
        return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL
        would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was
        obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from
        Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings in an amount not less than 100% of the SEL.

         

        The Loan
        Documents require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all
        or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal
        amount of the related GSMC Mortgage Loan
	 	survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program (irrespective of whether such coverage is provided pursuant to a National Flood Insurance Program policy or through a private policy) plus such additional flood coverage in an amount as is generally required by the Mortgage Loan Seller for comparable mortgage loans intended for securitization. If so determined, it will be a Test pass.	
        Documents; Survey;

        Insurance Summary

        Report

	
         

        16f
	
         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance
        Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms”
        or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms in an amount not less than the
        lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the full insurable value on a replacement cost
        basis of the improvements, and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged Property by
        an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test
        pass.
	
         

        Insurance Summary Report (solely with respect to residential
        cooperative properties, the insurance policies and/or certificates of insurance)

	
         

        16g
	
         

        Review the Insurance Summary Report dated before
        the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates
        of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is
	
         

        Insurance Summary Report (solely with respect to
        residential cooperative properties, the insurance policies



 




    Exhibit QQ-D-16


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	
        (or related Whole Loan), the Mortgagee (or a trustee
        appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment
        of the outstanding principal balance of such GSMC Mortgage Loan together with any accrued interest thereon.

         

        All premiums on all insurance policies referred to
        in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under
        the GSMC Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the
        general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee.
        Each related GSMC Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure
        to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s reasonable cost and expense and to charge
        such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10
        days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least
        30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may
        be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received
        by the Mortgage Loan Seller.
	 	covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	
        and/or certificates of

        insurance); Mortgage

        Loan Documents

	
         

        16h
	
         

        Review the property condition
        assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering
        study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of assessing the
        scenario expected limit (“SEL”) for the Mortgaged Property in the event of an earthquake and based on a 475-year
        return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.
	
         

        Property condition assessment; Seismic engineering
        study

	
         

        16i
	
         

        Review the most recent
seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the
insurance policies and/or certificates of insurance) to determine if the SEL would exceed 20% of the amount of the replacement
costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If
so determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the
equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should
be not less than 100% of the SEL. If so determined with respect to each part of the Test, it will be a Test pass.
	
         

        Seismic engineering study; Insurance Summary Report
        (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)



 




    Exhibit QQ-D-17


     


    




 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 

        16j
	 

        Review
        the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied
        either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property
        losses in excess of 5% of the then-outstanding principal amount of the GSMC Mortgage Loan (or related Whole Loan), the
        Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration
        progresses, or (b) to the payment of the outstanding principal balance of such GSMC Mortgage Loan together with any accrued
        interest thereon. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        16k
	 

        Review
        the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date.
        If such a notation or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        16l
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any GSMC Mortgage Loan
        and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
        insurance policy, as named or additional insured. If so determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        16m
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee. If so determined,
        it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        16n
	 

        Review
        the Mortgage Loan Documents to determine if
	 

        Mortgage
        Loan




 


    Exhibit QQ-D-18


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	any
    GSMC Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so,
    authorizes the Mortgagee to maintain such insurance at the Mortgagor’s unreasonable cost and expense and to charge such
    Mortgagor for related premiums. If so determined, it will be a Test pass.	Documents
	 

        16o
	 

        Review
        the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies
        and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require
        at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of
        a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period,
        not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.
        If so determined, it will be a Test pass.
	 

        Insurance
        Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
        of insurance)

	 

        16p
	 

        Review
        the MS Servicer Notices for a notation or other indication that any notice described in Test 16o may have been received
        by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        17.
        Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and
        has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting
        ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water
        and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged
        Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of
        the Mortgaged Property or is subject to an endorsement under the
	 

        17a
	 

        Review
        the zoning report, Title Policy and survey, engineering report or property condition assessment, the Mortgage Loan Seller
        Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct
        legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and
        egress to/from a public road. If so determined, it will be a Test pass.
	 

        Zoning
        report; Title Policy; Survey; Engineering report or property condition assessment; Mortgage Loan Seller Diligence; ESA

	 

        17b
	 

        Review
        the zoning report, Title Policy and survey,
	 

        Zoning
        report; Title




 

    Exhibit QQ-D-19


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	related
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable
    governing authority for creation of separate tax lots, in which case the GSMC Mortgage Loan requires the Mortgagor to escrow
    an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate
    tax lots are created.	 	engineering
    report or property condition assessment, the Mortgage Loan Seller Diligence and the ESA to determine if each Mortgaged Property
    is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities,
    all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Policy;
    Survey; Engineering report or property condition assessment; Mortgage Loan Seller Diligence; ESA
	 

        17c
	 

        Review
        the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do
        not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently
        dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to
        the applicable governing authority for creation of separate tax lots, in which case any GSMC Mortgage Loan requires the
        Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a
        part until the separate tax lots are created.

        If
        so determined, it will be a Test pass.
	 

        Title
        Policy; Survey; Mortgage Loan Documents

	 

        18.
        No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection
        with origination and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy,
        a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with
        the origination of each GSMC Mortgage Loan, all material improvements that were included for the purpose of determining
        the appraised value of the related Mortgaged Property at the time of the origination of such GSMC Mortgage Loan are within
        the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the
        value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.
        No improvements on adjoining parcels encroach onto the related
	 

        18a
	 

        Review
        the survey, Title Policy and Appraisal to determine if all material improvements that were included for the purpose of
        determining the appraised value of the Mortgaged Property at the time of the origination of such GSMC Mortgage Loan are
        within the boundaries of the related Mortgaged Property, except for encroachments that do not materially and adversely
        affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under
        the Title Policy. If so determined, it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        18b
	 

        Review
        the survey, and Title Policy and Appraisal to determine if there exist improvements on adjoining parcels that encroach
        onto the Mortgaged Property that
	 

        Survey;
        Title Policy; Appraisal




 

    Exhibit QQ-D-20


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Mortgaged
    Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except
    for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged
    Property or for which insurance or endorsements were obtained under the Title Policy.	 	materially
    and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements were obtained
    under the Title Policy. If not so determined, it will be a Test pass.	 
	 

        18c
	 

        Review
        the survey, Title Policy and Appraisal to determine if there exist material improvements that encroach upon any easements
        except for encroachments the removal of which would not materially and adversely affect the value or current use of such
        Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If not so determined,
        it will be a Test pass.
	 

        Survey;
        Title Policy; Appraisal

	 

        19.
        No Contingent Interest or Equity Participation.  No GSMC Mortgage Loan has a shared appreciation feature, any other
        contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of
        the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation
        by the Mortgage Loan Seller.
	 

        19
	 

        Review
        the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative
        amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the
        rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no
        such feature is found with respect to each part of this Test, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        20.
        REMIC. The GSMC Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of
        the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain
        defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the GSMC Mortgage Loan to the
        related Mortgagor at origination did not exceed the non-contingent principal amount of the GSMC Mortgage Loan and (B)
        either: (a) such GSMC Mortgage Loan is secured by an interest in real property (including buildings and structural components
        thereof, but excluding personal property) having a fair market value (i) at the date the GSMC Mortgage Loan (or related
        Whole Loan) was originated at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole
	 

        20a
	 

        Review
        the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not
        exceed the non-contingent principal amount of the GSMC Mortgage Loan. If so determined, it will be a Test pass.
	 

        Origination
        settlement statement; GSMC Mortgage Loan

	 

        20b
	 

        Review
        the most recent appraisal and Mortgage Loan Documents to determine if (a) the GSMC Mortgage Loan is secured by an interest
        in real property (including buildings and structural components thereof, but excluding personal property) having a fair
        market value (i) at the date the GSMC Mortgage Loan was originated at least equal to 80% of the adjusted issue price of
        the GSMC Mortgage Loan (or related Whole Loan) on such
	 

        Appraisal;
        Mortgage Loan Documents




 

    Exhibit QQ-D-21


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Loan)
    on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related
    Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must
    first be reduced by (A) the amount of any lien on the real property interest that is senior to the GSMC Mortgage Loan and
    (B) a proportionate amount of any lien that is in parity with the GSMC Mortgage Loan; or (b) substantially all of the proceeds
    of such GSMC Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for
    such GSMC Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury
    Regulations Section 1.860G- 2(a)(1)(ii)).  If the GSMC Mortgage Loan was “significantly modified” prior
    to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a
    result of the default or reasonably foreseeable default of such GSMC Mortgage Loan or (y) satisfies the provisions of either
    sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the GSMC Mortgage Loan was originated)
    or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to
    the GSMC Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations
    Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury
    Regulations.	 	date
    or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the GSMC Mortgage Loan (or related Whole
    Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest
    must first be reduced by (A) the amount of any lien on the real property interest that is senior to the GSMC Mortgage Loan
    and (B) a proportionate amount of any lien that is in parity with such GSMC Mortgage Loan or (b) substantially all of the
    proceeds of such GSMC Mortgage Loan were used to acquire, improve or protect the real property which served as the only security
    for such GSMC Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury
    Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	 
	 

        20c
	 

        Review
        the MS Servicer Notices for an indication or other notation that the GSMC Mortgage Loan was modified prior to the Closing
        Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either
        (x) was modified as a result of the default or reasonably foreseeable default of such GSMC Mortgage Loan or (y) satisfies
        the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 20 (substituting the date
        of the last such modification for the date any GSMC Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence
        of representation and warranty 20, including the proviso thereto. If there were any such modifications, and such a notation
        or other indication is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        20d
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment
        Premiums and Yield Maintenance Charges applicable to any GSMC Mortgage Loan do not constitute “customary prepayment
        penalties”. If such a
	 

        MS
        Servicer Notices




 

    Exhibit QQ-D-22


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	notation
                                         or other indication is not found, it will be a Test

        pass.
	 
	 

        21.
        Compliance with Usury Laws.  The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance
        charge, or prepayment premiums) of such GSMC Mortgage Loan complied as of the date of origination with, or was exempt
        from, applicable state or federal laws, regulations and other requirements pertaining to usury.
	 

        21a
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the
        GSMC Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation
        or other indication is not found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        21b
	 

        Review
        the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
        pertaining to the origination of such GSMC Mortgage Loan, including but not limited to, usury and any and all other material
        requirements of any federal, state or local law have not been complied with. If such a notation or other indication is
        not found,

        it
        will be a Test pass.
	 

        MS
        Servicer Notices

	 

        21c
	 

        Review
        the Mortgage Loan Documents to determine if they provide that the GSMC Mortgage Loan complied with usury laws. If so determined,
        it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        22.
        Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date
        that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or
        hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the
        failure to be so authorized does not materially and adversely affect the enforceability of such GSMC Mortgage Loan by
        the Trust.
	 

        22
	 

        Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the Cut-off Date or as of the
date that the Mortgage Loan Seller or the date that such other entity held the Mortgage note, each such holder of the Mortgage
Note was not authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each
related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so
authorized could not materially and adversely affect the enforceability of such GSMC Mortgage Loan by the Trust. If so determined,
it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        23.
        Trustee under Deed of Trust. With respect to each Mortgage
	 

        23a
	 

        Review
        the Mortgage Loan Documents to determine if a
	 

        Mortgage
        Loan




 

    Exhibit QQ-D-23


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

                                                                                 
	 	trustee
    is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted
    in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law
    by the related mortgagee.  If so determined, it will be a Test pass.	Documents
	 	 

        23b
	 

        Review
        the MS Servicer Notices for any indication that the Mortgage Loan Seller as of the Closing Date had knowledge that the
        appointed Trustee was not qualified under applicable law to serve as such,
	 
	 

        24.
        Local Law Compliance.  To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental
        authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related
        Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by
        the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, there are
        no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”)
        with respect to the improvements located on or forming part of each Mortgaged Property securing a GSMC Mortgage Loan as
        of the date of origination of such GSMC Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date,
        other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have
        a material adverse effect on the value, operation or net operating income of the Mortgaged Property. The terms of the
        Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations,
        zoning and building laws.
	 

        24a
	 

        Review
        the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances,
        building codes and land laws with respect to the improvements located on or forming part of each Mortgaged Property securing
        a GSMC Mortgage Loan as of the date of origination of such GSMC Mortgage Loan (or related Whole Loan, as applicable) and
        as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy
        or (ii) would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property.
        If such indication is found, it will be a Test pass.
	 

        Zoning
        Report; Title Policy

	 

        24b
	 

        Review
        the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable
        governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 	 

        24c
	 

        Review
        the MS Servicer Notices to determine if the Mortgage Loan Seller had knowledge of a material
	 

        MS
        Servicer Notices




 

    Exhibit QQ-D-24


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 	 	violation
    of Zoning Regulations as outlined in test 24a above. If no indication is found, it will be a Test pass.	 
	 

        25.
        Licenses and Permits.  Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses,
        permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force
        and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities
        or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage
        Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses,
        permits and applicable governmental authorizations are in effect. The GSMC Mortgage Loan requires the related Mortgagor
        to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.
	 

        25a
	 

        Review
        the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable
        governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined,
        it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        25b
	 

        Review
        the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller
        had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations
        necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not
        found, it will be a Test pass.
	 

        Mortgage
        Loan Documents; MS Servicer Notices

	 

        25c
	 

        Review
        the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction
        in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 
26.
    Recourse Obligations. The Loan Documents for each GSMC Mortgage Loan provide that such GSMC Mortgage Loan (a) becomes
    full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation
    pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) the Mortgagor
    or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an
    involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the	 

        26
	 

        Review
        the Mortgage Loan Documents for each GSMC Mortgage Loan for provisions outlined in clauses (a) (i) through (iii) and (b)
        (i) through (v) of representation and warranty 26. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-D-25


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Mortgaged
    Property or equity interests in Mortgagor made in violation of the Loan Documents; and (b) contains provisions providing for
    recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
    (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not
    de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence
    of an event of default under the GSMC Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards
    or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure
    or action in lieu thereof (except to the extent applied in accordance with leases prior to a GSMC Mortgage Loan event of default);
    (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Loan Documents;
    or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent
    there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	 	 	 
	 

        27.
        Mortgage Releases.  The terms of the related Mortgage or related Loan Documents do not provide for release of any
        material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by
        principal repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated
        loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the GSMC Mortgage
        Loan, (b) upon payment in full of such GSMC Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of
        out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect
        on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained
        at the origination of the GSMC Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance
        with zoning requirements, or (e) as required pursuant to
	 

        27a
	 

        Review
        the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release,
        the only conditions under which a property may be released during the life of the GSMC Mortgage Loan are as set forth
        in clauses (a) through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will
        be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        27b
	 

        Review
        the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or
        (d) of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute
        a “significant modification” of the subject GSMC Mortgage Loan within the meaning of Treasury Regulation Section
        1.860G-2(b)(2) and (ii) would not cause the subject
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-D-26


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	an
                                         order of condemnation or taking by a State or any political subdivision or authority
                                         thereof. With respect to any partial release under the preceding clauses (a) or (d),
                                         either: (x) such release of collateral (i) would not constitute a “significant
                                         modification” of the subject GSMC Mortgage Loan within the meaning of Treasury
                                         Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject GSMC Mortgage
                                         Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A)
                                         of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan
                                         Documents, condition such release of collateral on the related Mortgagor’s delivery
                                         of an opinion of tax counsel to the effect specified in the immediately preceding clause
                                         (x). For purposes of the preceding clause (x), for all GSMC Mortgage Loans originated
                                         after December 6, 2010, if the fair market value of the real property constituting such
                                         Mortgaged Property after the release is not equal to at least 80% of the principal balance
                                         of the GSMC Mortgage Loan (or related Whole Loan)outstanding after the release, the Mortgagor
                                         is required to make a payment of principal in an amount not less than the amount required
                                         by the REMIC provisions of the Code.

         

        With
        respect to any partial release under the preceding clause (e), for all GSMC Mortgage Loans originated after December 6,
        2010, the Mortgagor can be required to pay down the principal balance of the GSMC Mortgage Loan in an amount not less
        than the amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required to be
        applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of
        such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration)
        the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80%
        of the remaining principal balance of the GSMC Mortgage Loan (or related Whole Loan).

         

        No
        GSMC Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another GSMC
        Mortgage Loan permits the release of cross-collateralization
	 	GSMC
    Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or
    (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on
    the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause
    (x). For purposes of the preceding clause (x), for all GSMC Mortgage Loans originated after December 6, 2010, if the fair
    market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the
    principal balance of the GSMC Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor is
    required to make a payment of principal in an amount not less than the amount required by the REMIC provisions of the Code.
    If such provisions are found, it will be a Test pass.	 
	 

        27c
	 

        Review
        the Mortgage Loan Documents for provisions stating that in the case of any partial release under clause (e) of representation
        and warranty 27, the Mortgagor can be required to pay down the principal balance of the GSMC Mortgage Loan or Whole Loans,
        as applicable, in an amount not less than the amount required by the REMIC provisions of the Code and, to such extent,
        such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor,
        if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking
        into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged
        Property is not equal to at least 80% of the remaining principal balance of the GSMC Mortgage Loan or related Whole Loan.
        If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        27d
	 

        Review
        the Mortgage Loan Documents for provisions
	 

        Mortgage
        Loan




 

    Exhibit QQ-D-27


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	of
    the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance with
    the REMIC provisions of the Code.	 	stating
    that no GSMC Mortgage Loan that cross-collateralized with another GSMC Mortgage Loan permits the release of cross-collateralization
    of the related Mortgaged Properties or a portion thereof, including due to partial condemnation, other than in compliance
    with the REMIC Provisions of the Code. If such provisions are found, it will be a Test pass.	Documents
	 

        28.
        Financial Reporting and Rent Rolls. The GSMC Mortgage Loan documents for each GSMC Mortgage Loan require the Mortgagor
        to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating
        statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
        more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect
        to each GSMC Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor
        entities (and no other entities), together with the related combined statements of operations, members’ capital
        and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined
        basis.
	 

        28a
	 

        Review
        the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with
        quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it
        will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        28b
	 

        Review
        the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the GSMC Mortgage
        Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
        more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect
        to each GSMC Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor
        entities (and no other entities), together with the related combined statements of operations, members’ capital
        and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined
        basis. If such provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        29.
        Acts of Terrorism Exclusion.  With respect to each GSMC Mortgage Loan over $20 million, the related special-form
        all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements)
        do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the
        Terrorism Risk Insurance Program Reauthorization Act of 2007, as amended by the
	 

        29a
	 

        Review
        the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review
        the insurance coverage review document for an indication that the special-form all-risk insurance policy and business
        interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts
        of
	 

        Mortgage
        Loan Documents; Insurance coverage review document




 

    Exhibit QQ-D-28


     


    




 


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Terrorism
    Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage,
    or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other GSMC Mortgage
    Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance
    Rating Requirements) did not, as of the date of origination of the GSMC Mortgage Loan, and, to the Mortgage Loan Seller’s
    knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if
    such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each GSMC Mortgage Loan,
    the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism,
    as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute
    is not in effect, then provided that terrorism insurance is commercially available, the Mortgagor under each GSMC Mortgage
    Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the
    Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount,
    the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism
    Cap Amount.  The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%)
    of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental
    loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components
    of such casualty and business interruption/rental loss insurance).	 	terrorism,
    from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If
    such an indication is found, it will be a Test pass.	 
	 

        29b
	 

        Review
        the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business
        interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related
        Mortgaged Property was not covered by a separate terrorism insurance policy. If not so determined, it will be a Test pass.
	 

        Mortgage
        Loan Documents; Insurance Policy

	 

        29c
	 

        Review
        the Mortgage Loan Documents for provisions that expressly waive or prohibit the Mortgagee from requiring coverage for
        Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 29), or damages related thereto, provided,
        that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
        available, the Mortgagor under each GSMC Mortgage Loan is required to carry terrorism insurance, but in such event the
        Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the
        cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount
        of terrorism insurance available with funds equal to the Terrorism Cap Amount (without giving effect to the cost of terrorism
        and earthquake components of such casualty and business interruption/rental loss insurance). If such provisions are not
        found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        30.
        Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each GSMC Mortgage Loan contains a
        “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance
        of such GSMC Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some
	 

        30a
	 

        Review
        the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment
        of the unpaid principal balance of such GSMC Mortgage Loan in the circumstances described in the first sentence of representation
        and warranty 30. If such
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-D-29


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	cases,
    may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for
    transfers without the consent of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage
    lending institutions lending on the security of property comparable to the related Mortgaged Property, including, without
    limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent
    value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged
    Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred
    or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii)
    transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers of less than, or other than, a controlling
    interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific
    Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents,
    such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution
    or release of collateral within the parameters of representation and warranty 27 and 32 or the exceptions thereto set forth
    on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement, or (vii) as set forth on an exhibit to the applicable
    GSMC Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related GSMC
    Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase
    Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related
    Mortgaged Property, other than (i) any Companion Loan of any GSMC Mortgage Loan or any subordinate debt that existed at origination
    and is permitted under the related Loan Documents, (ii) purchase money security interests (iii) any GSMC Mortgage Loan that
    is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, as set forth on an exhibit to the applicable
    GSMC Mortgage Loan Purchase Agreement or (iv) Permitted	 	provisions
    are found, it will be a Test pass.	 
	 

        30b
	 

        Review
        the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the
        review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other
        reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such
        provisions are found, it will be a Test pass.
	 

        Mortgage
        Loan Documents




 

    Exhibit QQ-D-30


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	Encumbrances.  The
    Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable
    out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	 

        31.
        Single-Purpose Entity.  Each GSMC Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least
        as long as the GSMC Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor
        with respect to each GSMC Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the
        Mortgagor is a Single-Purpose Entity, and each GSMC Mortgage Loan with a Cut-off Date Principal Balance of $20 million
        or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose
        Entity” shall mean an entity, other than an individual, whose organizational documents (or if the GSMC Mortgage
        Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan
        Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating
        one or more of the Mortgaged Properties securing the GSMC Mortgage Loans and prohibit it from engaging in any business
        unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity
        represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those
        related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted
        by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate
        and apart from those of any other person (other than a Mortgagor for a GSMC Mortgage Loan that is cross-collateralized
        and cross-defaulted with the related GSMC Mortgage Loan), and that it holds itself out as a legal entity, separate and
        apart from any other person or entity.
	 

        31a
	 

        Review
        the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in
        representation and warranty 31) for at least as long as any GSMC Mortgage Loan is outstanding. If such provisions are
        found, it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        31b
	 

        Review
        the Mortgage Loan Schedule for the Cut-off Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off
        Stated Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s
        organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity and that the Mortgagor’s
        organizational documents are consistent with the requirement. If so determined, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents

	 

        31c
	 

        Review
        the Mortgage Loan Schedule for the Cut-off Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off
        Stated Principal Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation
        of the Mortgagor. If such an opinion is found, it will be a Test pass.
	 

        Mortgage
        Loan Schedule; Mortgagor’s Counsel Opinion

	 

        32.
        Defeasance. With respect to any GSMC Mortgage Loan that,
	 

        32
	 

        Review
        the Mortgage Loan Documents for provisions
	 

        Mortgage
        Loan




 

    Exhibit QQ-D-31


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	pursuant
    to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents provide for defeasance
    as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Loan Documents; (ii) the GSMC
    Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only
    United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the
    revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the GSMC Mortgage
    Loan when due, including the entire remaining principal balance on the maturity date or, if the GSMC Mortgage Loan is an ARD
    Loan, the entire principal balance outstanding on the related Anticipated Repayment Date (or on or after the first date on
    which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the GSMC Mortgage Loan
    permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be
    sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal
    to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal
    balance of the GSMC Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified
    public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in
    (iii) above, (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the
    GSMC Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption)
    by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected
    security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all
    rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other
    reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions
    of counsel.	 	allowing
    the GSMC Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in
    clauses (i) through (vii) of representation and warranty 32. If such provisions are found, it will be a Test pass.	Documents
	 	 	 	 



 

    Exhibit QQ-D-32


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	 

        33.
        Fixed Interest Rates.  Each GSMC Mortgage Loan bears interest at a rate that remains fixed throughout the remaining
        term of such GSMC Mortgage Loan, except in situations where default interest is imposed.
	 

        33
	 

        Review
        the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the
        term of such GSMC Mortgage Loan, except in situations where default interest is imposed. If such an indication is found,
        it will be a Test pass.
	 

        Mortgage
        Loan Documents

	 

        34.
        Ground Leases.  For purposes of the MLPA, a “Ground Lease” shall mean a lease creating a leasehold estate
        in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in
        the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground
        lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary
        interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases
        for purposes of conferring a tax abatement or other benefit.

         

        With
        respect to any GSMC Mortgage Loan where the GSMC Mortgage Loan is secured by a leasehold estate under a Ground Lease in
        whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged
        Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor
        in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that:

         

        (a)     The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a
        form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement
        received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not
        restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially
        adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had
        occurred since the origination of the GSMC Mortgage Loan, except as reflected in any
	 

        34a
	 

        Review
        the appraisal to determine if the GSMC Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty
        34), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related
        Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists,
        proceed to Tests 34b through 34r.
	 

        Appraisal;
        Title Policy; Mortgage Loan Documents

	 

        34b
	 

        Review
        the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or
        submitted for recordation. If such indication is found, it will be a Test pass.
	 

        Title
        Policy; Mortgage Loan Documents

	 

        34c
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest
        of the lessee is permitted to be encumbered by the Mortgage, does not restrict the use of the Mortgaged Property by such
        lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage and has
        not been materially modified since the origination of the GSMC Mortgage Loan, except as reflected in any written instruments
        which are included in the related Mortgage File. If such indication is found, it will be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor

	 

        34d
	 

        Review
        the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified
        or canceled or terminated without the prior written consent of the Mortgagee, If such a provision is found, it will be
        a Test pass.
	 



 

    Exhibit QQ-D-33


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	written
                                         instruments which are included in the related Mortgage File;

         

        (b)     The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease)
        that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without
        the prior written consent of the Mortgagee;

         

        (c)     The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related GSMC Mortgage Loan, or 10 years past the stated maturity if such GSMC Mortgage Loan
        fully amortizes by the stated maturity (or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially
        amortizes);

         

        (d)     The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
        except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination,
        non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property
        is subject;

         

        (e)     The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground
        Lease is assignable to the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of the
        lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground
        Lease), and in the event it is so assigned, it is further assignable by the holder of the GSMC Mortgage Loan and its successors
        and assigns without the consent of (but with prior notice to) the lessor;

         

        (f)     The
        Mortgage Loan Seller has not received any
	 

        34e
	 

        Review
        the Mortgage File for any indication that the Mortgage Loan Seller has granted consent to the amendment, modification,
        cancellation or termination of the Ground Lease since the origination of the GSMC Mortgage Loan, except as reflected in
        any written instruments which are included in the related Mortgage File. If no such indication is found, it will be a
        Test pass.
	 

        Ground
        Lease; Mortgage File; MS Servicer Notices; estoppel or other agreement received from ground lessor

	 

        34f
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an
        original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,
        and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
        of the related GSMC Mortgage Loan, or ten years past the stated maturity if such GSMC Mortgage Loan fully amortizes by
        the stated maturity (or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes).
        If such an indication is found, it will be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor

	 

        34g
	 

        Review
        the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior
        to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted
        Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the
        lessor’s fee interest in the Mortgaged Property is subject. If either indication is found, it will be a Test
        pass.
	 

        Title
        Policy; SNDA

	 

        34h
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground
        Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
        to
	 

        Ground
        Lease; estoppel




 

    Exhibit QQ-D-34


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	written
                                         notice of material default under or notice of termination of such Ground Lease. To the
                                         Mortgage Loan Seller’s knowledge, there is no material default under such Ground
                                         Lease and no condition that, but for the passage of time or giving of notice, would result
                                         in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s
                                         knowledge, such Ground Lease is in full force and effect as of the Closing Date;

         

        (g)     The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee
        written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee
        unless such notice is given to the Mortgagee;

         

        (h)     The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of
        the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease
        which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground
        Lease;

         

        (i)     The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a
        prudent commercial mortgage lender;

         

        (j)     Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage
        (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s
        interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total
        loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the
        related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related
        Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair
        or restoration progresses, or to the payment of the
	 	the
    holder of the GSMC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided
    that proper notice is delivered to the extent required in accordance with the Ground Lease). If such indication is found,
    it will be a Test pass.	 
	 

        34i
	 

        Review
        the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the
        GSMC Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor. If such
        indication is found, it will be a Test pass.
	 

        Ground
        Lease

	 

        34j
	 

        Review
        the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default
        under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        34k
	 

        Review
        the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under
        such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default
        under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        34l
	 

        Review
        the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in
        full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.
	 

        MS
        Servicer Notices

	 

        34m
	 

        Review
        the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required
        to give to the Mortgagee written notice of any default, and provide that no notice of default or termination is effective
        against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease; ancillary agreement




 

    Exhibit QQ-D-35


     


    

  


	 

        Representations
        and Warranties
	 

         
	Test
	 

        Review
        Materials

	outstanding
principal balance of the GSMC Mortgage Loan, together with any accrued interest;

         

        (k)     In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other
        agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award
        allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related
        Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal
        balance of the GSMC Mortgage Loan, together with any accrued interest; and

         

        (l)     Provided
        that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter
        into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground
        Lease in a bankruptcy proceeding.
	 

        34n
	 

        Review
        the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including,
        where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal
        proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice
        of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.
	 

        Ground
        Lease and Related Documents

	 

        34o
	 

        Review
        the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with
        loans originated for securitization. If no such provisions are found, it will be a Test pass.
	 

        Ground
        Lease

	 

        34p
	 

        Review
        the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the
        Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award
        allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii)
        in respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the
        repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess
        of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having
        the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
        principal balance of the GSMC Mortgage Loan, together with any accrued interest. If such indications are found, it will
        be a Test pass.
	 

        Ground
        Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

	 

        34q
	 

        Review
        the Ground Lease and any estoppel or other agreement received from ground lessor and the
	 

        Ground
        Lease; estoppel or other




 

    Exhibit QQ-D-36


     


    









 


	Representations and Warranties	 	Test	Review Materials







	 	 	Mortgage
    Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the
    Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or
    portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total
    loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment
    of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest. If such an indication
    is found, it will be a Test pass.	agreement
    received from ground lessor; Mortgage Loan Documents
	34r	Review
    the Ground Lease for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured,
    the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason,
    including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground
    Lease
	35.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the GSMC Mortgage
    Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit
    loan programs.	35	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and
    collection practices used by the Mortgage Loan Seller with respect to the GSMC Mortgage Loan was not in all material respects
    legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such
    a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	36.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the
    Mortgage Loan Seller was not the originator) with respect to each GSMC Mortgage Loan have been, in all material respects,
    legal and as of the date of its origination, such GSMC Mortgage Loan (or the 	36	Review
    the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related
    originator if the Mortgage Loan Seller was not the originator) with respect to each GSMC Mortgage Loan have not been, in all
    material 	MS
    Servicer Notices; GSMC Mortgage Loan Purchase Agreement


 


 




    Exhibit QQ-D-37


     


    

 


 


	Representations and Warranties	 	Test	Review Materials







	related
    Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements
    of federal, state or local law relating to the origination of such GSMC Mortgage Loan; provided that such representation
    and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered
    in Exhibit D of the GSMC Mortgage Loan Purchase Agreement.	 	respects,
    legal and as of the date of its origination, such GSMC Mortgage Loan (or the related Whole Loan, as applicable), or the origination
    thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law
    relating to the origination of such GSMC Mortgage Loan; provided that representation and warranty 36 does not address or otherwise
    cover any matters with respect to federal, state or local law otherwise covered in Exhibit D of the GSMC Mortgage Loan Purchase
    Agreement. If no such notation is found, it will be a Test pass.	 
	37.
    No Material Default; Payment Record. No GSMC Mortgage Loan has been more than 30 days delinquent, without giving
    effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof,
    no GSMC Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required
    payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default,
    breach, violation or event of acceleration existing under the related GSMC Mortgage Loan, or (b) no event (other than
    payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure
    period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation
    or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of the GSMC Mortgage
    Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation
    and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises
    out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit D to the
    GSMC Mortgage Loan Purchase Agreement (including, but not limited to, the prior sentence).  No person other than
    the holder of such GSMC Mortgage Loan may declare any event of default under the GSMC Mortgage Loan or accelerate any indebtedness
    under the GSMC Mortgage Loan documents.	37a	Review
    the MS Servicer Notices for notation that (i) the GSMC Mortgage Loan has been more than 30 days delinquent, giving effect
    to any grace or cure period, in making required debt service payments as of the Closing Date, or (ii) the GSMC Mortgage Loan
    was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be
    a Test pass.	MS
    Servicer Notices
	37b	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation
    or event of acceleration existing under the related GSMC Mortgage Loan, or (b) an event (other than payments due but not yet
    delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute
    a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration
    in the case of either clause (a) or clause (b), materially and adversely affects the value of the GSMC Mortgage Loan or the
    value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	37c	Review
the MS Servicer Notices for notation that any person other than the holder of the GSMC Mortgage 
	MS
    Servicer Notices


 


 




    Exhibit QQ-D-38


     


    

 


 


	Representations and Warranties	 	Test	Review Materials







	 	 	Loan
    may declare any event of default under the GSMC Mortgage Loan or accelerate any indebtedness under the GSMC Mortgage Loan
    documents. If no such notation is found, it will be a Test pass.	 
	38.
    Bankruptcy. As of the date of origination of the related GSMC Mortgage Loan and to the Mortgage Loan Seller’s
    knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor
    any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor
    in state or federal bankruptcy, insolvency or similar proceeding.	38	Review
    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that neither the Mortgaged Property (other
    than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant
    occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no
    such indication or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	39.
    Organization of Mortgagor. With respect to each GSMC Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such GSMC Mortgage Loan (or the
    related Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the United States of
    America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any GSMC Mortgage
    Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, no GSMC Mortgage Loan has a Mortgagor
    that is an affiliate of another Mortgagor under another GSMC Mortgage Loan.	39a	Review
    the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is
    an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth
    of Puerto Rico. If such indication is found, it will be a Test pass. 	Organizational
    Documents of the Mortgagor
	39b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any GSMC Mortgage Loan that is
    a cross-collateralized and cross-defaulted with another Mortgage Loan, no GSMC Mortgage Loan has a Mortgagor that is an affiliate
    of another Mortgagor under another GSMC Mortgage Loan. If such an indication is found, it will be a Test pass.	MS
    Servicer Notices; Prospectus
	40.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II
    site assessment) and, with respect to certain GSMC Mortgage Loans, a Phase II environmental site assessment (collectively,
    an “ESA”) meeting ASTM requirements were conducted by a reputable environmental consultant in connection with
    such GSMC Mortgage Loan within 12 months prior to its origination date (or an update of 	40a	Review
    any ESA (as defined in representation and warranty 40) for indication that it met the ASTM requirements and was conducted
    by a reputable environmental consultant within 12 months prior to the origination date of the GSMC Mortgage Loan (or an update
    of a previous ESA prepared). If such an indication is found, it will be a Test pass.	ESA


 


 




    Exhibit QQ-D-39


     


    

 


 


	Representations and Warranties	 	Test	Review Materials







	a
    previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as
    such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”) at the related Mortgaged
    Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further
    investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an
    amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any
    material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related
    Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the
    presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended
    action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted
    by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the
    Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior
    to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental
    regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental
    authority as “closed” or a reputable environmental consultant has concluded that no further action is required);
    (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set
    forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less
    than “A-” (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings,
    Inc.; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance
    and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a
    party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is
    required to take action.  To the Mortgage Loan Seller’s knowledge, 	40b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged
    Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	40c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged
    Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such
    an indication is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed. If any of the subparts
    indications are found, it will be a Test pass.	ESA;
    Escrow Statements; Mortgage Loan Documents 
	 	1.  Review
    escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient
    to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition
    has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements
	 	2.  Review
    the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been
    required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified
    risk.	ESA;
    Mortgage Loan Documents
	 	3.  Review
    any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental
    consultant for an indication that any Environmental Condition identified in the ESA was 	No
    further action or closure letter regarding Environmental Condition


 


 




    Exhibit QQ-D-40


     


    

 


 


	Representations and Warranties	 	Test	Review Materials







	except
as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the
related Mortgaged Property.

         
	 	remediated
    or abated in all material respects prior to the Cut-off Date.	 
	 	 	4.  Review
    the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal
    liability insurance policy (meeting the requirements set forth in representation and warranty 40) that covers liability for
    the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent)
    by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5.  Review
    the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible
    party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller
    to be adequate to address the situation.	Mortgage
    Loan Documents
	 	6.  Review
    the Mortgage Loan Documents for an indication that a party related to the Mortgagor having financial resources estimated by
    the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Mortgage
    Loan Documents
	40d	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged
    Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices; ESA
	41.
    Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within
    6 months of the GSMC Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is
    signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s
    knowledge, had no interest, direct or 	41a	Review
    the appraisal to determine if it was dated within 6 months of the GSMC Mortgage Loan origination date and within 12 months
    of the Closing Date. If so determined, it will be a Test pass.	Appraisal
	41b	Review
    the appraisal to determine if it includes an appraiser's certification or supplemental letter that 	Appraisal


 


 




    Exhibit QQ-D-41


     


    

 


 


	Representations and Warranties	 	Test	Review Materials







	indirect,
    in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected
    by the approval or disapproval of the GSMC Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental
    letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
    as adopted by the Appraisal Standards Board of the Appraisal Foundation.  Each appraisal contains a statement, or
    is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements
    of the Financial Institutions Reform,	 	indicates
    that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security
    of the Mortgaged Property. If so determined, it will be a Test pass.	 
	41c	Review
    the appraisal to determine if it signed by an appraiser who is an MAI and/or has been licensed and certified to prepare appraisals
    in the state where the Mortgaged property is located, and for notation of the Mortgage Loan Seller’s knowledge of the
    interest of the appraiser, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security
    thereof, and whose compensation is not affected by the approval or disapproval of the GSMC Mortgage Loan. If so determined,
    it will be a Test pass.	Appraisal
	41d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the
    Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	41e	Review
    the appraisal to determine if it includes a statement or is accompanied by a letter from the appraiser, to the effect that
    the appraisal was performed in accordance with the requirements of the Financial Institutions Reform. If so determined, it
    will be a Test pass. 	 
	42.
    Mortgage Loan Schedule. The information pertaining to each GSMC Mortgage Loan which is set forth in the GSMC Mortgage
    Loan Schedule attached as an exhibit to the related GSMC Mortgage Loan Purchase Agreement is true and correct in all material
    respects as of the Cut-off Date and contains all information required by the PSA to be contained in the GSMC Mortgage Loan
    Schedule.	42a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related GSMC Mortgage Loan Purchase Agreement and compare it to the
    corresponding information in (i) Annex F to the Prospectus, (ii) Mortgage Loan Documents and (iii) the PSA to determine if
    there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement


 


 




    Exhibit QQ-D-42


     


    

 


 


	Representations and Warranties	 	Test	Review Materials







	 	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if all information required in the
    PSA is contained therein. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Pooling and Servicing Agreement
	43.
    Cross-Collateralization. Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan no GSMC Mortgage
    Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except as
    set forth on an exhibit to the related GSMC Mortgage Loan Purchase Agreement.	43	Review
    the Mortgage Loan Documents to determine if the GSMC Mortgage Loan is cross-collateralized or cross-defaulted with any other
    GSMC Mortgage Loan that is outside the Trust, except with respect to any other mortgage loan that is outside of the Mortgage
    Pool, except of a Whole Loan as set forth on an exhibit to the related GSMC Mortgage Loan Purchase Agreement. If not so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	44.
    Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the Mortgage Loan
    Seller to the related Mortgagor other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s
    knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account
    of, payments due on the GSMC Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and
    not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated
    under the related lease or Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any
    obligation to make any capital contribution to any Mortgagor under a GSMC Mortgage Loan, other than contributions made on
    or prior to the date hereof.	44a	Review
    the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by
    the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or that funds
    have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on
    the GSMC Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation
    of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related
    lease or Loan Documents). If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	44b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital
    contribution to any Mortgagor under a GSMC Mortgage Loan, other than contributions made on or prior to the Closing Date. If
    not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	45.
    Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all
    applicable 	45	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage 	MS
    Servicer Notices


 


 




    Exhibit QQ-D-43


     


    

 


	Representations and Warranties	 	Test	Review Materials







	anti-money
    laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
    of the GSMC Mortgage Loan.	 	Loan
    Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations,
    including without limitation the USA Patriot Act of 2001 in connection with the origination of any GSMC Mortgage Loan. If
    such a notation or other indication is not found, it will be a Test pass.	 


  




    Exhibit QQ-D-44


     


    

 


EXHIBIT
RR


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


  


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2018-B8 Mortgage Trust 


Email:
trustadministrationgroup@wellsfargo.com


 


		Attention:	Benchmark
                                         2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



 





In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement
dated as of December 1, 2018 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
undersigned is an authorized representative of the [Asset Representations Reviewer][Depositor].



 





		2.	The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the
undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make
information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing
Agreement or otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage
Loans to which the Asset Review relates.



 


		3.	The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.



 






    Exhibit RR-1


     


    

 





		4.	[The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:







 





Dated:
_______


 


[J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor]*


 




	By:	 	 
	 	[Name]	 
	 	[Title]	 





 





 



*     Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing
access to the Secure Data Room. 


 




    Exhibit RR-2


     


    

EXHIBIT
SS


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Midland
        Loan Services, a Division of PNC Bank, National Association

        

        10851
Mastin Street 

        Building
        82, Suite 300

        

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

        

        Telecopy
number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com
	Pentalpha
        Surveillance LLC

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Benchmark 2018-B8—Transaction Manager

         

        

        With a copy sent via email to:

         

        

        notices@pentalphasurveillance.com
(with Benchmark 2018-B8 in the subject line)

	 	 
	CWCapital
        Asset Management LLC

        

        7501
        Wisconsin Avenue

        

        Suite
        500 West,

        

        Bethesda,
        Maryland 20814

        

        Attention: Brian
Hanson (Benchmark 2018-B8)

With a copy sent via email to: CWCAMnoticesBENCHMARK2018-B8@cwcapital.com 
	 
	 	 


		Attention:	Benchmark
                                         2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement dated as of December 1, 2018 (the “Pooling and
Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 


5.     
_____  An additional Mortgage Loan has become a Delinquent Loan.





 


6.     
_____  A Mortgage Loan has ceased to be a Delinquent Loan.


  






    Exhibit SS-1


     


    

 


7.     
_____ An Asset Review Trigger has ceased to exist.


 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the Benchmark 2018-B8 Mortgage Trust, Commercial
    Mortgage Pass-Through Certificates, Series 2018-B8
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


  




    Exhibit SS-2


     


    

EXHIBIT
TT


 


CERTIFICATE
ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES [UPON TRANSFER]


 


[DATE]


 


	J.P.
        Morgan Chase Commercial Mortgage Securities Corp.

        

        383
Madison Avenue, 8th Floor 

        New
        York, New York 10179

        

        Attention:
Kunal K. Singh 

        E-mail:
        kunal.k.singh@jpmorgan.com

        
	JPMorgan
        Chase Bank, National Association

        

        383
Madison Avenue 

        New
        York, New York 10179

        

        Attention:
Tom Cassino 

        E-mail:
        thomas.cassino@jpmorgan.com

         

	Massachusetts
        Mutual Life Insurance Company,

        c/o Barings Real Estate Advisors

        

        One
Financial Plaza 

        Hartford,
        Connecticut 06103

        

        Attention:
Thomas Zatko, Managing Director – Benchmark 2018-B8 CMBS Pool 
	 


 


		Re:	Benchmark
2018-B8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B8



 


In
accordance with Section [5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of December [_], 2018 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt of [$[____]][$_____] of the Class E-RR (CUSIP No. [____]), [$[____]][$_____]
of the Class F-RR (CUSIP No. [____]), [$[____]][$_____] of the Class G-RR (CUSIP No. [____]) and [$[____]][$_____] of the Class
NR-RR (CUSIP No. [____]) Certificates in the form of Definitive Certificates, which constitute the Risk Retention Certificates,
as defined in the Agreement, for the benefit of [Massachusetts Mutual Life Insurance Company][_____], the [Third Party Purchaser].
A copy of such Certificates is attached as Exhibit A-1.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 






    Exhibit TT-1


     


    

 





	 	


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Certificate Administrator


	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






    Exhibit TT-2


     


    

 


Exhibit
A-1


 




    Exhibit TT-3


     


    

SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	Aventura
Mall






		2.	Embassy
Suites Anaheim






		3.	Saint
Louis Galleria






		4.	3
Huntington Quadrangle






		5.	Moffett
Towers – Buildings E,F,G






		6.	Workspace






		7.	145
Clinton






		8.	Briar
Hill at Manchester






		9.	DUMBO
Heights Portfolio






		10.	5444
& 5430 Westheimer






		11.	Moffett
Towers II – Building 1






		12.	TripAdvisor
HQ






		13.	Douglasville
Pavilion



 




    Schedule 1-1


     


    

SCHEDULE
2


 


CLass
A-SB Planned Principal Balance SchedulE


 


See
Annex H to the Prospectus.


 




    Schedule 2-1


     


    

SCHEDULE
3


 


Mortgage
Loans With “Performance”, “Earn-out” or “Holdback” Escrows or Reserves EXCEEDING 10% OF THE
INITIAL PRINCIPAL BALANCE OF THE MORTGAGE LOAN (OR RELATED WHOLE LOAN, IF APPLICABLE)



 



 


[LSC
TO PROVIDE]


 


	Loan
    No.	Loan	Reserve
    Type	Amount
	20	Missouri
    Falls	Unfunded
    Obligations Reserve	$4,608,151


 








    Schedule 3-1