Exhibit 4.2


 


EXECUTION
VERSION





	 



 




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

as Depositor,


 


KEYBANK
NATIONAL ASSOCIATION,

as Servicer and as Special Servicer,


 


COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 



 




 


TRUST
AND SERVICING AGREEMENT


 


Dated
as of January 26, 2022



 


 



 


J.P.
Morgan Chase Commercial Mortgage Securities Trust 2022-OPO

Commercial Mortgage Pass-Through Certificates, Series 2022-OPO


 


	 








    


     


    

TABLE
OF CONTENTS


 



	 	 	Page
	 	 	 
	ARTICLE 1.	DEFINITIONS	5
	 	 	 
	Section 1.1	Definitions	5
	Section 1.2	Interpretation	63
	Section 1.3	Certain Calculations in Respect of the Trust
    Loan or the Mortgage Loan	63
	 	 	 
	ARTICLE 2.	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	66
	 	 	 
	Section 2.1	Creation and Declaration of Trust; Conveyance
    of the Trust Loan	66
	Section 2.2	Acceptance by the Trustee and the Certificate
    Administrator	69
	Section 2.3	Representations and Warranties of the Trustee	72
	Section 2.4	Representations and Warranties of the Certificate
    Administrator	73
	Section 2.5	Representations and Warranties of the Servicer
    and Special Servicer	74
	Section 2.6	Reserved	76
	Section 2.7	Representations and Warranties of the Depositor	76
	Section 2.8	Representations and Warranties Contained in
    the Trust Loan Purchase Agreement	77
	Section 2.9	Execution and Delivery of Certificates; Issuance
    of Uncertificated Lower-Tier Interests	78
	Section 2.10	Miscellaneous REMIC Provisions	79
	 	 	 
	ARTICLE 3.	ADMINISTRATION AND SERVICING OF THE MORTGAGE
    LOAN	79
	 	 	 
	Section 3.1	Servicer to Act as the Servicer; Special Servicer
    to Act as the Special Servicer	79
	Section 3.2	Sub-Servicing Agreements	81
	Section 3.3	Cash Management Account	83
	Section 3.4	Collection Account, Companion Loan Distribution
    Account and Interest Reserve Account	83
	Section 3.5	Distribution Account	90
	Section 3.6	Foreclosed Property Account	91
	Section 3.7	Appraisal Reductions	91
	Section 3.8	Investment of Funds in the Collection Account
    and Any Foreclosed Property Account	94
	Section 3.9	Payment of Taxes, Assessments, etc.	96
	Section 3.10	Appointment of Special Servicer	96
	Section 3.11	Maintenance of Insurance and Errors and Omissions
    and Fidelity Coverage	102



 



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	Section 3.12	Procedures with Respect to
    Defaulted Mortgage Loan; Realization upon the Property	104
	Section 3.13	Certificate Administrator and Trustee to Cooperate;
    Release of Items in Mortgage File	107
	Section 3.14	Title and Management of Foreclosed Property	108
	Section 3.15	Sale of Foreclosed Property	110
	Section 3.16	Sale of the Mortgage Loan	112
	Section 3.17	Servicing Compensation	115
	Section 3.18	Reports to the Certificate Administrator; Account
    Statements	120
	Section 3.19	[Reserved]	121
	Section 3.20	[Reserved]	121
	Section 3.21	Access to Certain Documentation Regarding the
    Mortgage Loan and Other Information	121
	Section 3.22	Inspections	123
	Section 3.23	Advances	123
	Section 3.24	Modifications of Mortgage Loan Documents	127
	Section 3.25	Conflicts of Interests; Mandatory Resignation
    of Servicer and Special Servicer May Own Certificates; Conflicts of Interest	129
	Section 3.26	Reserved	130
	Section 3.27	Rating Agency Confirmation	130
	Section 3.28	Miscellaneous Provisions	131
	Section 3.29	Companion Loan Intercreditor Matters	132
	 	 	 
	ARTICLE 4.	DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS	133
	 	 	 
	Section 4.1	Distributions	133
	Section 4.2	Withholding Tax	138
	Section 4.3	Allocation and Distribution of Yield Maintenance
    Default Premiums	139
	Section 4.4	Statements to Certificateholders	139
	Section 4.5	Investor Q&A Forum; Investor Registry and
    Rating Agency Q&A Forum	143
	 	 	 
	ARTICLE 5.	THE CERTIFICATES	146
	 	 	 
	Section 5.1	The Certificates	146
	Section 5.2	Form and Registration	147
	Section 5.3	Registration of Transfer and Exchange of Certificates	148
	Section 5.4	Mutilated, Destroyed, Lost or Stolen Certificates	157
	Section 5.5	Persons Deemed Owners	157
	Section 5.6	Access to List of Certificateholders’
    Names and Addresses; Special Notices	157
	Section 5.7	Maintenance of Office or Agency	158



 



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	ARTICLE 6.	THE DEPOSITOR, THE SERVICER
    AND THE SPECIAL SERVICER	158
	 	 	 
	Section 6.1	Respective Liabilities of the Depositor, the
    Servicer and the Special Servicer	158
	Section 6.2	Merger or Consolidation of the Servicer or the
    Special Servicer	158
	Section 6.3	Limitation on Liability of the Depositor, the
    Servicer, the Special Servicer and Others	159
	Section 6.4	Servicer and Special Servicer Not to Resign;
    Replacement of Servicer or Special Servicer	160
	Section 6.5	Ethical Wall	161
	Section 6.6	Indemnification by the Servicer, the Special
    Servicer and the Depositor	163
	 	 	 
	ARTICLE 7.	SERVICER TERMINATION EVENTS; TERMINATION OF
    SPECIAL SERVICER WITHOUT CAUSE	163
	 	 	 
	Section 7.1	Servicer Termination Events; Special Servicer
    Termination Events	163
	Section 7.2	Trustee to Act; Appointment of Successor	170
	Section 7.3	[Reserved]	172
	Section 7.4	Other Remedies of Trustee	172
	Section 7.5	Waiver of Past Servicer Termination Events and
    Special Servicer Termination Events	172
	Section 7.6	Trustee as Maker of Advances	173
	 	 	 
	ARTICLE 8.	THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	174
	 	 	 
	Section 8.1	Duties of the Trustee and the Certificate Administrator	174
	Section 8.2	Certain Matters Affecting the Trustee and the
    Certificate Administrator	176
	Section 8.3	Neither the Trustee nor the Certificate Administrator
    is Liable for Certificates or the Mortgage Loan	178
	Section 8.4	Trustee and Certificate Administrator May Own
    Certificates	180
	Section 8.5	Trustee’s and Certificate Administrator’s
    Fees and Expenses	180
	Section 8.6	Eligibility Requirements for the Trustee and
    the Certificate Administrator; Errors and Omissions Insurance	182
	Section 8.7	Resignation and Removal of the Trustee or the
    Certificate Administrator	183
	Section 8.8	Successor Trustee or Successor Certificate Administrator	186
	Section 8.9	Merger or Consolidation of the Trustee or the
    Certificate Administrator	186
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	186
	Section 8.11	Appointment of Authenticating Agent and Custodian	188
	Section 8.12	Indemnification by the Trustee and the Certificate
    Administrator	189
	Section 8.13	Certificate Administrator and Servicer Not Responsible
    for Inconsistent Payment Information	189
	Section 8.14	Access to Certain Information	190



 



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	ARTICLE 9.	CERTAIN MATTERS RELATING
    TO THE DIRECTING CERTIFICATEHOLDER	199
	 	 	 
	Section 9.1	Selection and Removal of the Directing Certificateholder	199
	Section 9.2	Limitation on Liability of Directing Certificateholder;
    Acknowledgements of the Certificateholders	200
	Section 9.3	Rights and Powers of the Directing Certificateholder	201
	Section 9.4	Directing Certificateholder Contact with Servicer
    and Special Servicer	204
	 	 	 
	ARTICLE 10.	TERMINATION	206
	 	 	 
	Section 10.1	Termination	206
	Section 10.2	Additional Termination Requirements	207
	Section 10.3	Trusts Irrevocable	207
	 	 	 
	ARTICLE 11.	MISCELLANEOUS PROVISIONS	208
	 	 	 
	Section 11.1	Amendment	208
	Section 11.2	Recordation of Agreement; Counterparts	212
	Section 11.3	Governing Law; Waiver of Trial by Jury; Submission
    to Jurisdiction	212
	Section 11.4	Notices	213
	Section 11.5	Notices to the Rating Agency	216
	Section 11.6	Severability of Provisions	217
	Section 11.7	Limitation on Rights of Certificateholders and
    RR Interest Owner	217
	Section 11.8	Certificates Nonassessable and Fully Paid	218
	Section 11.9	Reproduction of Documents	218
	Section 11.10	No Partnership	218
	Section 11.11	Actions of Certificateholders	218
	Section 11.12	Successors and Assigns	219
	Section 11.13	Acceptance by Authenticating Agent, Certificate
    Registrar	219
	Section 11.14	Streit Act	219
	Section 11.15	Assumption by Trust of Duties and Obligations
    of the Trust Loan Seller Under the Mortgage Loan Documents	220
	Section 11.16	Grant of a Security Interest	220
	Section 11.17	Cooperation with the Trust Loan Seller with
    Respect to Rights Under the Mortgage Loan Agreement	220
	 	 	 
	ARTICLE 12.	REMIC ADMINISTRATION	220
	 	 	 
	Section 12.1	REMIC Administration	220
	Section 12.2	Foreclosed Property	224
	Section 12.3	Prohibited Transactions and Activities	226
	Section 12.4	Indemnification with Respect to Certain Taxes
    and Loss of REMIC Status	226



 



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	ARTICLE 13.	EXCHANGE ACT REPORTING AND
    REGULATION AB COMPLIANCE	227
	 	 	 
	Section 13.1	Intent of the Parties; Reasonableness	227
	Section 13.2	Succession; Sub-Servicers; Subcontractors	228
	Section 13.3	Other Securitization Trust’s Filing Obligations	229
	Section 13.4	Form 10-D Disclosure	230
	Section 13.5	Form 10-K Disclosure	230
	Section 13.6	Form 8-K Disclosure	231
	Section 13.7	Annual Compliance Statements	231
	Section 13.8	Annual Reports on Assessment of Compliance with
    Servicing Criteria	232
	Section 13.9	Annual Independent Public Accountants’
    Servicing Report	234
	Section 13.10	Significant Obligor	235
	Section 13.11	Sarbanes-Oxley Backup Certification	236
	Section 13.12	Indemnification	236
	Section 13.13	Amendments	237
	Section 13.14	Termination of the Certificate Administrator	237
	Section 13.15	Termination of Sub-Servicing Agreements	237
	Section 13.16	Notification Requirements and Deliveries in
    Connection with Securitization of a Companion Loan	238



 



    -v-


     


    

 


EXHIBITS


 


	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X Certificates
	Exhibit A-3	Form of Class B Certificates
	Exhibit A-4	Form of Class C Certificates
	Exhibit A-5	Form of Class D Certificates
	Exhibit A-6	Form of Class E Certificates
	Exhibit A-7	Form of Class F Certificates
	Exhibit A-8	Form of Class R Certificates
	Exhibit B	Form of Request for Release
	Exhibit C	Form of Transfer Certificate for Rule 144A Global
    Certificate to Temporary Regulation S Global Certificate
	Exhibit D	Form of Transfer Certificate for Rule 144A Global
    Certificate to Regulation S Global Certificate
	Exhibit E	Form of Transfer Certificate for Temporary Regulation
    S Global Certificate to Rule 144A Global Certificate during Restricted Period
	Exhibit F	Form of Certification to be given by Beneficial
    Owner of Temporary Regulation S Global Certificate
	Exhibit G	Form of Transfer Certificate of Non-Book Entry
    Certificate to Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate of Non-Book Entry
    Certificate to Regulation S Global Certificate
	Exhibit I	Form of Transfer Certificate of Non-Book Entry
    Certificate to Rule 144A Global Certificate
	Exhibit J-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A)
    and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit J-2	Form of Transferor Letter
	Exhibit J-3	Form of ERISA Representation Letter
	Exhibit J-4	Form of Transferee Certificate for the Transfer
    of RR Interest
	Exhibit J-5	Form of Transferor Certificate for the Transfer
    of RR Interest
	Exhibit K-1	Form of Investor/Interest Owner Certification
    for Non-Borrower Affiliates and/or Risk Retention Consultation Party
	Exhibit K-2	Form of Investor/Interest Owner Certification
    for Borrower Affiliates
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N-1	Form of Transferor Certificate for Transfer
    of the Excess Servicing Fee Rights
	Exhibit N-2	Form of Transferee Certificate for Transfer
    of the Excess Servicing Fee Rights
	Exhibit O	Form of Online Market Data Provider Certificate
	Exhibit P	Form of Investment Representation Letter
	Exhibit Q	CREFC® Payment Information
	Exhibit R	Additional Form 10-D Disclosure
	Exhibit S	Additional Form 10-K Disclosure
	Exhibit T	Form 8-K Disclosure Information
	Exhibit U	Additional Disclosure Notification
	Exhibit V	Initial Sub-Servicers



    -vi-


     


    

	Exhibit W	Form of Annual Compliance
    Statement
	Exhibit X	Form of Report on Assessment of Compliance with
    Servicing Criteria
	Exhibit Y-1	Form of Certification to be Provided to Depositor
    by Servicer
	Exhibit Y-2	Form of Certification to be Provided to Depositor
    by Special Servicer
	Exhibit Y-3	Form of Certification to be Provided to Depositor
    by Certificate Administrator
	Exhibit Y-4	Form of Certification to be Provided to Depositor
    by Trustee
	Exhibit Y-5	Form of Certification of the Risk Retention
    Consultation Party
	Exhibit Z	Form of Notice of Mezzanine Equity Collateral
    Foreclosure




 






    -vii-


     


    

 


THIS
TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of January
26, 2022 among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer
and as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee.


 


INTRODUCTORY
STATEMENT


 


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


 


JPMorgan
Chase Bank, National Association (together with its successors-in-interest, “JPMCB”)
originated a fixed rate, interest-only mortgage loan (the “Mortgage Loan”)
with a five-year term until maturity pursuant to that certain Loan Agreement, dated as of December 9, 2021 (as amended, restated,
supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”),
between JPMCB, as lender and 601W Companies Chicago LLC (the “Borrower”),
as borrower.


 


The
Mortgage Loan consists of (a) a loan that has an unpaid principal balance as of the Closing Date of $705,000,000 (the “Trust
Loan”) and is evidenced by six promissory notes designated as A-1, A-2, A-3, A-4, A-7 and B (as the same may
hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified,
the “Trust Notes”), and (b) two loans that has an aggregate unpaid
principal balance as of the Closing Date of $125,000,000 (the “Companion Loan”)
and is evidenced by two promissory notes designated as A-5 and A-6 (as the same may hereafter be amended, restated, replaced,
extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion
Loan Notes”). The Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Notes”.


 


The
Trust Loan was sold and assigned by JPMCB (in such capacity, the “Trust Loan Seller”)
to the Depositor pursuant to a trust loan purchase and sale agreement, dated as of January 26, 2022 (the “Trust
Loan Purchase Agreement”), by and among the Trust Loan Seller and the Depositor. The Companion Loan is not part
of the Trust Fund. The relative rights of the respective lenders in respect of the Mortgage Loan are set forth in a co-lender
agreement dated as of January 26, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender
Agreement”), among the holder of the Trust Notes and the holders of the Companion Loan Notes. From and after
the Closing Date, the entire Mortgage Loan is to be serviced and administered in accordance with this Agreement.


 


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


 






    


     


    

 


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


 


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


 


The
Depositor intends to sell the Certificates (other than the Direct Sale Certificate) to the Initial Purchasers in an offering exempt
from the registration requirements of the federal securities laws in an offering exempt from the registration requirements of
the federal securities laws. The Depositor intends to sell the Direct Sale Certificate and transfer the RR Interest to JPMCB.


 


UPPER-TIER
REMIC


 


As
further described in Section 2.10, the Class A, Class X, Class B, Class C, Class D and Class
E Certificates and the uncertificated RR Interest will evidence a single class of “regular interests” in the Upper-Tier
REMIC created hereunder. The Class F Certificates will evidence two classes of “regular interests” in the Upper-Tier
REMIC, one of which will correspond to the principal entitlements of such Class and interest calculated at the corresponding Pass-Through
Rate and the other which will be an interest only class corresponding to the Additional Interest Distribution Amount. The Class
UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder and
will be evidenced by the Class R Certificates.


 


The
following table sets forth the class designation, the Pass-Through Rate and the aggregate initial Certificate Balance (the “Original
Certificate Balance” or the “Initial Certificate Balance”) , initial Notional Amount (“Original
Notional Amount”) or initial RR Interest Balance (the “Initial RR Interest Balance”), as applicable,
for each Class of Certificates, the RR Interest and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC created
hereunder:


 



    -2-


     


    

 


	Class Designation

	Pass-Through
                                         Rate

 / RR Interest Rate

                                         (per annum)

	Original
                                         Certificate Balance or Original

 Notional Amount


	Class A	3.02420%(1)	$ 	326,166,000	 
	Class X	Variable
    IO(2)	$ 	402,135,000	(3)
	Class B	3.37650%(1)	$ 	75,969,000	 
	Class C	WAC
    Rate(4)	$ 	78,850,000	 
	Class D	WAC
    Rate(4)	$ 	88,920,000	 
	Class E	WAC
    Rate(4)	$ 	59,850,000	 
	Class F	WAC
    Rate(5)	$ 	39,995,000	 
	RR
    Interest	WAC
    Rate(6)	$ 	35,250,000	 
	Class
    UT-R	None(7)	None(7)



 


 



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



 


	(2)	The
                                         Class X Pass-Through Rate for any Certificate Interest Accrual Period is variable and,
                                         for each Distribution Date, will equal (i) if the calendar month immediately preceding
                                         the month in which such Distribution Date occurs is (x) a month with 31 days (other than
                                         January and December), (y) December (if such Distribution Date occurs in a leap year)
                                         or (z) December or January (if such Distribution Date is the final Distribution Date),
                                         a per annum variable rate equal to approximately 29.59661878304% of the Weighted Average
                                         Class X Strip Rate, and (ii) if the calendar month immediately preceding the month in
                                         which such Distribution Date occurs is (x) a month with 30 days, (y) December (if such
                                         Distribution Date occurs in any year that is not a leap year and if such Distribution
                                         Date is not the final Distribution Date) or January (if such Distribution Date is not
                                         the final Distribution Date) or (z) February, a per annum variable rate equal to approximately
                                         3.84804416390% of the Weighted Average Class X Strip Rate. During the initial Certificate
                                         Interest Accrual Period, it is expected that the Pass-Through Rate for the Class X Certificates
                                         will equal approximately 0.01380%.



 


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



 


	(4)	The
                                         Pass-Through Rate applicable to each of the Class C, Class D and Class E Certificates
                                         will be per annum rate equal to the WAC Rate. During the initial Certificate Interest
                                         Accrual Period, it is expected that the Pass-Through Rate for the Class C, Class D
                                         and Class E Certificates will each be a per annum rate listed above.



 


	(5)	The
                                         Pass-Through Rate applicable to the Class F Certificates will be per annum rate equal
                                         to the WAC Rate. On each Distribution Date, the Class F Certificates will also be entitled
                                         to receive the Additional Interest Distribution Amount for such Distribution Date in
                                         addition to interest accrued on the applicable Pass-Through Rate on the related Certificate
                                         Balance for such Class on such Distribution Date. During the initial Certificate Interest
                                         Accrual Period, it is expected that the Additional Interest Rate for the Class F Certificates
                                         will equal approximately 3.46893%. The sum of the WAC Rate and the Additional Interest
                                         Rate for the Initial Interest Accrual Period will be equal to approximately 6.91850%
                                         per annum.



 


	(6)	The
                                         effective interest rate of each of the RR Interest (the “RR Interest Rate”)
                                         on each Distribution Date will be a per annum rate equal to the WAC Rate.



 


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



 



    -3-


     


    

 


LOWER-TIER
REMIC


 


As
further described in Section 2.10, the Class LA, Class LB, Class LC, Class LD, Class LE,
Class LF and Class LRR Uncertificated Interests will evidence “regular interests” in the Lower-Tier REMIC
created hereunder. The Class LT-R Interest will constitute the sole class of “residual interests” in the Lower-Tier
REMIC created hereunder and will be evidenced by the Class R Certificates. The following table sets forth the initial Lower-Tier
Principal Amounts and Pass-Through Rates (or, with respect to the Class LRR Uncertificated Interest, the RR Interest Rate) for
the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	Class Designation

	Pass-Through
                                         Rate

	Original
                                         Lower-Tier Principal Amount


	Class
    LA	(1)	$	326,166,000	 
	Class
    LB	(1)	$	75,969,000	 
	Class
    LC	(1)	$	78,850,000	 
	Class
    LD	(1)	$	88,920,000	 
	Class
    LE	(1)	$	59,850,000	 
	Class
    LF	(1)	$	39,995,000	 
	Class
    LRR	(1)	$	35,250,000	 
	Class
    LT-R	None(2)	None(2)



 


 



	(1)	For
                                         any Distribution Date, the Pass-Through Rate for each Class of Uncertificated Lower-Tier
                                         Interests shall be the WAC Rate for such Distribution Date.



 


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



 


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


 


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


 






    -4-


     


    

 





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


 


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


 


ARTICLE
1.



DEFINITIONS


 


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


 


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


 


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


 


“A
Notes”: The promissory notes designated as A-1, A-2, A-3, A-4, A-5, A-6 and A-7.


 


“Academy”:
Academy Securities, Inc., a Delaware corporation, and its successors-in-interest.


 


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


 


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


 


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


 



    -5-


     


    

 


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


 


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


 


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


 


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


 


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


 


“Additional
Interest Distribution Amount”: For any Distribution Date, means an amount equal to the interest accrued during the related
Certificate Interest Accrual Period at the Additional Interest Rate for such Distribution Date on the Notional Amount of the Class
X Certificates as of the immediately preceding Distribution Date.


 


“Additional
Interest Rate”: For any Distribution Date, means (i) if the calendar month immediately preceding the month in which
such Distribution Date occurs is (x) a month with 31 days (other than January and December), (y) December (if such Distribution
Date occurs in a leap year) or (z) December or January (if such Distribution Date is the final Distribution Date), a per annum
variable rate equal to approximately 70.40338121696% of the Weighted Average Class X Strip Rate; and (ii) if the calendar month
immediately preceding the month in which such Distribution Date occurs is (x) a month with 30 days, (y) December (if such Distribution
Date occurs in any year that is not a leap year and if such Distribution Date is not the final Distribution Date) or January (if
such Distribution Date is not the final Distribution Date) or (z) February, a per annum variable rate equal to approximately 96.15195583610%
of the Weighted Average Class X Strip Rate.


 


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


 


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


 



    -6-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -7-


     


    

 


requiring that a “value” or “appraised value” be used with respect to the Property or the
Foreclosed Property (as applicable) shall use the most recently determined appraised value set forth in an Appraisal (or update
thereof) unless a different valuation is specifically required (such as the appraised value of the Property as of the Origination
Date). With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the
appraised value (as determined by an updated Appraisal) of the Property shall be determined on an “as-is” basis, based
upon the current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


“Appraisal
Reduction Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding
principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note
at the applicable Note Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all
Advances at the Advance Rate in respect of the Mortgage Loan or the Property and interest on all Companion Loan Advances, (C) the
amount of any Advances and interest thereon previously reimbursed from principal collections on the Mortgage Loan that have not
otherwise been recovered from the Borrower, (D) all currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and unpaid in respect of the Property (which taxes,
premiums and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative of amounts in clauses (B),
(C) or (D), all unpaid Trust Fund Expenses then due under this Agreement over (ii) the sum of (A) 90%
of the appraised value (as determined by an Appraisal) of the Property securing the Mortgage Loan less the amount of any liens
(exclusive of Permitted Encumbrances) on the Property senior to the lien of the related Mortgage Loan Documents plus (B) any
escrows with respect to the Mortgage Loan, including for taxes, insurance premiums and ground rent, if any. The Trust Loan and
the Companion Loan shall be treated as a single mortgage loan for purposes of calculating the Appraisal Reduction Amount. Any
Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated, first, to the B Note, up to the full
outstanding principal balance thereof, and then to the A Notes, on a pro rata and pari passu basis, up to the full
outstanding principal balance thereof. Any Appraisal Reduction Amount allocated to the A Notes will be allocated to the Trust
A Notes and the Companion Loan Notes, on a pro rata and pari passu basis, based on their respective outstanding
principal balances thereof.


 


“Appraisal
Reduction Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency
in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs
in respect of the Balloon Payment for the Mortgage Loan unless a refinancing or sale is anticipated within 120 days after the
Maturity Date of the Mortgage Loan (as evidenced by a fully executed term sheet or written refinancing commitment or a signed
purchase and sale agreement in a manner consistent with CMBS market practices and that is satisfactory in form and substance to
the Servicer from an acceptable lender or purchaser delivered on or prior to the due date of such Balloon Payment which provides
that such refinancing or sale will occur within 120 days after the Maturity Date), in which case 120 days after such uncured delinquency,
(iii) 60 days after a reduction in Monthly Payments or Balloon Payment or a material adverse economic change with respect
to the terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the Maturity Date of the
Mortgage Loan (except for an extension within the time periods described in clause (ii) above), (v) immediately
after a receiver has been appointed in respect of the Property securing the


 






    -8-


     


    

 


Mortgage Loan on behalf of the Trust or any other
creditor, (vi) immediately after the Borrower or Guarantor declares, or becomes the subject of, bankruptcy, insolvency or
similar proceedings, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit
of creditors, or (vii) immediately after the Property securing the Mortgage Loan becomes a Foreclosed Property.


 


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


 


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


 


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


 


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


 


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


 


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


 



    -9-


     


    

 


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


 


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


 


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


 


“Available
Funds”: On each Distribution Date, an amount equal to (i) all amounts (other than Yield Maintenance Default
Premiums) received in respect of the Mortgage Loan during the related Collection Period or advanced in respect of interest with
respect to such Distribution Date (including, without limitation, any Repurchase Price for the Trust Loan or purchase price of
the Trust Loan received by the Trust, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds received by the Trust),
plus (ii) if such Distribution Date is the Distribution Date occurring in March of each year (or February, if such
Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve Account for such
Distribution Date, minus (iii) an amount equal to the applicable Withheld Amount in the case of the February Distribution
Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either case, such Distribution
Date is the final Distribution Date), minus (iv) Trust Fund Expenses, any portion of amounts received in respect of
the Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms of the Co-Lender Agreement
and any other Available Funds Reduction Amount for such Distribution Date.


 


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


 


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


 


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


 


“Base
Interest Fraction”: With respect to any principal prepayment on the Trust Loan and with respect to any Class
of Sequential Pay Certificates, a fraction (A) whose numerator is the greater of (x) zero and (y) the positive
difference between (i) the Pass-Through Rate on such Class of Certificates for the related Distribution Date, and (ii) the
Prepayment Rate used in calculating the Yield Maintenance Default Premiums, as applicable, with respect to such principal prepayment,
and (B) whose denominator is the positive difference between (i) the WAC Rate and (ii) the Prepayment Rate used
in calculating the Yield Maintenance Default Premiums, as 


 






    -10-


     


    

 


applicable, with respect
to such principal prepayment; provided, however, that under no circumstances will the Base Interest Fraction be
greater than one. If the Prepayment Rate is greater than the WAC Rate, then the Base Interest Fraction shall equal zero.


 


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


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower
Affiliate”: Any of the Borrower, the Borrower Sponsor, the Mezzanine Borrower, the Guarantor (or any replacement
guarantor), any Restricted Holder, the Property Manager, the Sub-Manager, the general partner or managing member of any of the
foregoing or any of their respective Control Affiliates or agents.


 


“Borrower
Sponsor”: Each of Mark Karasick and Michael Silberberg.


 


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


 


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


 


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


 


“CDO”:
As defined in the definition of the term “Qualified RR Interest Owner”.


 


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


 


“Certificate”:
Any Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class R Certificate. For the
avoidance of doubt, the RR Interest is not a Certificate.


 


“Certificate
Administrator”: Computershare Trust Company, National Association, or any successor Certificate Administrator
appointed as herein provided. Computershare Trust Company, National Association will perform its obligations through its Corporate
Trust Services division (including, as applicable, any agents or affiliates utilized thereby).


 



    -11-


     


    

 


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


 


“Certificate
Administrator Fee Rate”: With respect to the Trust Loan, a rate equal to 0.00450% per annum, calculated
on the same interest accrual basis as the Trust Loan. A portion of the Certificate Administrator Fee Rate shall constitute the
Trustee Fee Rate and shall be payable to the Trustee.


 


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


 


“Certificate
Balance”: With respect to each outstanding Class of Sequential Pay Certificates at any date, an amount equal
to the Original Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all amounts
distributed to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as allocable
to principal and (b) the aggregate amount of Non-RR Interest Realized Losses allocated to such Class of Certificates, on
all previous Distribution Dates, if any, pursuant to Section 4.1(g). With respect to any individual Certificate in
any Class, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Certificate
Balance of such Class.


 


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


 


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


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose
name a Certificate is registered in the Certificate Register; provided, however, that solely for the purposes of
providing, distributing or otherwise making available any reports, statements, communications or other information as required
or permitted to be provided, distributed or made available to a Certificateholder under this Agreement, a Certificateholder shall
include any Beneficial Owner to the extent that the Person providing, distributing or making available such reports, statements,
communications or other information has received from such Beneficial Owner an Investor/Interest Owner Certification that such
Person is a Beneficial Owner; and provided further that, solely for the purposes of giving any consent, waiver, request
or demand or taking any action (including, without limitation, selecting or appointing a Directing Certificateholder), any Certificate
beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate,
the Manager or any of their sub-servicers, or any of their respective Affiliates or agents, shall be deemed not to be outstanding
and


 






    -12-


     


    

 


the Voting Rights to which it is entitled and the Certificate Balance of such Certificate shall not be taken into account
in determining whether the requisite percentage of Voting Rights and/or of the Certificate Balance of the Certificates or any
Class of Certificates necessary to take any such action or effect any such consent, waiver, request or demand has been obtained;
provided that the foregoing limitation will not be construed so as to limit or prevent a Controlling Class Certificateholder
or the Directing Certificateholder, solely based on it being an Affiliate of the Special Servicer, from exercising any appointment,
consent or consultation rights it may have under this Agreement solely in its capacity as Controlling Class Certificateholder
or Directing Certificateholder (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing
Certificateholder is the Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, any Restricted Party, the
Manager or any of the subservicers or respective Affiliates or agents of the foregoing). Notwithstanding the foregoing, for purposes
of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Trustee,
the Certificate Administrator, the Servicer, the Special Servicer or any of their respective Affiliates shall be deemed to be
outstanding; provided that such amendment does not relate to the termination of, increase in compensation of or material
reduction in obligations of, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or any of their Affiliates
(other than solely in its capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed
not to be outstanding. The Trustee, the Certificate Administrator and the Certificate Registrar may obtain and conclusively rely
upon an Officer’s Certificate of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator (in the
case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Borrower, a Borrower Affiliate, the Manager,
or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate of any of them.


 


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


 


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


 


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


 


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


 


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


 



    -13-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -14-


     


    

 


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


 


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


 


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


 


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


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the
form set forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the Class LT-R and Class UT-R Interests.


 


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


 


“Class X
Certificates”: The Class X Certificates.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing
Date”: January 26, 2022.


 



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


 


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


 


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


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a
Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each
applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of
itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion
Loan Securities (if then rated by such Companion






    -16-


     


    

 


Loan Rating Agency); provided that upon receipt of a written waiver or
other acknowledgment from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter
for which the Companion Loan Rating Agency Confirmation is sought, or as otherwise provided in Section 3.28(b) of
this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency
with respect to such matter shall not apply. With respect to any matter affecting any Companion Loan, so long as such Companion
Loan (or any portion thereof) is subject to a securitization transaction, any Rating Agency Confirmation will also refer to confirmation
in writing (which may be in electronic format) by each applicable rating agency that a proposed action, failure to act or other
event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating
assigned to any class of securities backed by such Companion Loan or any portion thereof (if then rated by such rating agency);
provided that a written waiver (which may be in electronic format) or other acknowledgment from such rating agency indicating
its decision not to review or to decline to review the matter for which the Rating Agency Confirmation is sought will be deemed
to satisfy the requirement for the Rating Agency Confirmation from the rating agency with respect to such matter.


 


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


 


“Computershare
Trust Company”: Computershare Trust Company, National Association, a national banking association, and its successors-in-interest.


 


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


 


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


 


“Consultation
Termination Event”: The date on which the Class F Certificates no longer have a then-outstanding Certificate
Balance at least equal to 25% of the initial Certificate Balance of such Class, without regard to the application of any Trust
Appraisal Reduction Amounts.


 



    -17-


     


    

 


“Control
Affiliate”: As to any particular Person, any Person, directly or indirectly through one or more intermediaries,
Controlling, Controlled by or under common Control with, such Person in question. As used solely in this definition of “Control
Affiliate”, “Control” means (a) the ownership, directly or indirectly, in the aggregate of 10% or more
of the beneficial ownership interests of an entity, or (b) the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract
or otherwise (other than possession of voting or control rights granted to the Mezzanine Lender pursuant to the Mezzanine Loan
documents, the exercise of which is contingent upon the occurrence and continuance of a Mezzanine Loan Event of Default under
the Mezzanine Loan documents, unless and until so exercised by the Mezzanine Lender). “Controlled by,” “Controlling”
and “under common Control with” have the respective correlative meanings to such terms. The Trustee and/or the Certificate
Administrator may obtain and rely upon a certification of the Borrower, the Borrower Sponsor or any Guarantor (or any replacement
guarantor), any Restricted Holder, as applicable, to determine whether any Person is a Control Affiliate.


 


“Control
Event”: With respect to any date of determination, if the Certificate Balance of the Class F Certificates
on such date (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate
Balance of such Class) is less than 25% of the initial Certificate Balance of such Class.


 


“Controlling
Class”: The Class F Certificates. No other Class of Certificates will be eligible to act as a Controlling
Class or appoint a Directing Certificateholder. If a Consultation Termination Event has occurred, there shall be no Controlling
Class and no Directing Certificateholder.


 


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


 


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


 



    -18-


     


    

 


“Conveyed
Property”: As defined in Section 2.1(a).


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable,
initially located (i) with respect to the Trustee, at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee JPMCC 2022-OPO or the principal trust office of any successor trustee qualified and appointed pursuant to this Agreement
and (ii) with respect to the Certificate Administrator, (a) with respect to Certificate transfers and surrenders, at 600 South
4th Street, 7th Floor MAC, Minneapolis, Minnesota 55415, Attention: Certificate Transfer Services (CMBS) –
Trustee JPMCC 2022-OPO and (b) for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate
Trust Services (CMBS) – JPMCC 2022-OPO, or the principal corporate trust office of any successor Trustee or Certificate
Administrator, as applicable, qualified and appointed pursuant to this Agreement pursuant to Section 8.8.


 


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


 


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


 


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


 






    -19-


     


    

 


generally and, insofar as
it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



    -20-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -21-


     


    

 


time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 






    -22-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of
the Certificate Administrator (including, as applicable, any agents or affiliates utilized thereby).


 


“Cut-off
Date”: January 1, 2022.


 


“DBRS
Morningstar”: DBRS, Inc., and its successors-in-interest.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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“Direct
Sale Certificate”: A Class A Certificate with the original Certificate Balance equal to $60,000,000.


 


“Directing
Certificateholder”: The initial Directing Certificateholder shall be KKR Real Estate Select Trust Inc. Thereafter,
the Directing Certificateholder shall be the Controlling Class Certificateholder (or its representative) as identified to
the Certificate Administrator selected by the Majority Controlling Class Certificateholders, as determined by the Certificate
Registrar from time to time. After the occurrence and during the continuance of a Control Event, the Directing Certificateholder
shall only retain its consultation rights to the extent specifically provided for in this Agreement. After the occurrence of a
Consultation Termination Event, there shall be no Directing Certificateholder and no party will be entitled to exercise any of
the rights of the Directing Certificateholder or the Controlling Class. No Borrower Affiliate may be appointed as or act as a
Directing Certificateholder.


 


“Directing
Certificateholder Asset Status Report Approval Process”: As defined in Section 3.10(m).


 


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


 


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


 


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


 



    -26-


     


    

 


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


 


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


 


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


 


“Distribution
Date”: The fourth Business Day after the Determination Date, beginning in February 2022. The first Distribution
Date is expected to be February 7, 2022.


 


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


 


“Drexel”:
Drexel Hamilton, LLC, a Pennsylvania limited liability company, and its successors-in-interest.


 


“Due
Diligence Service Provider”: As defined in Section 8.14(b).


 


“Eligible
Account”: A separate and identifiable account from all other funds held by the holding institution that is either
(a) KeyBank, provided that the long term unsecured debt obligations or deposits of KeyBank are rated at least “A2”
by Moody’s (or such other rating confirmed in a Rating Agency Confirmation), and the short term unsecured debt obligations
or deposits of KeyBank are rated at least “P-1” by Moody’s (or such other rating confirmed in a Rating Agency
Confirmation), (b) an account or accounts maintained with a federal or state-chartered depository institution or trust company
which complies with the definition of Eligible


 






    -27-


     


    

 


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


 


“Eligible
Institution”: (a) Computershare Trust Company, provided that the long-term unsecured debt obligations
of Computershare Trust Company are rated at least “A2” by Moody’s or such other rating confirmed in a Rating
Agency Confirmation), and the short-term unsecured debt obligations of Computershare Trust Company are rated at least “P-1”
by Moody’s or such other rating confirmed in a Rating Agency Confirmation), (b) a depository institution or trust company
insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations or commercial paper of which are
rated at least “P-1” by Moody’s (or such other rating confirmed in a Rating Agency Confirmation) and in the
case of letters of credit or accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which
funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A2”
by Moody’s (or such other rating confirmed in a Rating Agency Confirmation) in the case of letters of credit or accounts
in which funds are held for more than thirty (30) days, (c) KeyBank National Association, provided that the long-term
unsecured debt obligations or deposits of KeyBank National Association are rated at least “A2” by Moody’s or
such other rating confirmed in a Rating Agency Confirmation), and the short-term unsecured debt obligations or deposits of KeyBank
National Association are rated at least “P-1” by Moody’s or such other rating confirmed in a Rating Agency Confirmation)
or (d) an account maintained with any other insured depository institution that is the subject of a Rating Agency Confirmation,
from the Rating Agency for which the minimum rating is not met, with respect to any account listed in the clauses above, or from
the Rating Agency, with respect to any account other than one listed in the clauses above.


 


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


 


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


 


“ERISA
Eligible Certificate”: Any Certificate (other than a Class R Certificate) that meets the requirements of
Prohibited Transaction Exemption 2002-19 (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 A, Class X, Class B, Class C and Class D Certificates
is an ERISA Eligible Certificate.


 


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


 



    -28-


     


    

 


“ERISA
Restricted Certificate”: As defined in Section 5.3(o).


 


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


 


“EU
Securitization Regulation”: The European Union legislation comprising Regulation (EU) 2017/2402 (as amended).


 


“EU
Securitization Laws”: The EU Securitization Regulation and any supplementary regulatory technical standards, implementing
technical standards and any guidance published in relation thereto by the European Supervisory Authorities and any implementing
laws or regulations.


 


“European
Supervisory Authorities”: Collectively, the European Banking Authority, the European Securities and Markets Authority
and the European Insurance and Occupational Pensions Authority.


 


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


 


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


 


“Excess
Servicing Fees”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto),
that portion of the Servicing Fees that accrue at a per annum rate equal to the Servicing Fee Rate minus 0.0075%;
provided that such rate shall be subject to reduction at any time following any resignation of KeyBank pursuant to Section 6.4
(if no successor is appointed in accordance with Section 6.4) or any termination of KeyBank pursuant to Section 7.1,
to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer
(which successor may include the Trustee) that meets the requirements of Section 7.2.


 


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


 


“Final
Asset Status Report”: With respect to the Specially Serviced Mortgage Loan, the initial Asset Status Report (together
with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder that does not
include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Certificateholder
with respect to such Specially Serviced Mortgage Loan) required to be delivered by the Special Servicer by the Initial Delivery
Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the
Directing Certificateholder pursuant to the Directing Certificateholder Approval Process. Prior to the occurrence and continuance
of a Control Event, no Asset Status Report shall be considered to be a Final Asset Status Report unless (a) the Directing Certificateholder
has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all
of its rights of approval or consent, or has been deemed to have approved or consented to such


 






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action or the Asset Status Report
is otherwise implemented by the Special Servicer in accordance with this Agreement and (b) each Risk Retention Consultation Party
has consulted with the Special Servicer on a strictly non-binding basis with respect to the actions proposed to be taken in connection
therewith, or has been deemed to have consulted with the Special Servicer or the Asset Status Report is otherwise implemented
by the Special Servicer in accordance with this Agreement. For the avoidance of doubt, the Special Servicer may issue more than
one Final Asset Status Report with respect to the Specially Serviced Mortgage Loan in accordance with the procedures described
in Section 3.10(i). Each Final Asset Status Report will be labeled or otherwise identified or communicated as being
final.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Initial
Interest Deposit Amount”: An amount equal to $67,544.08.


 


“Initial
Purchasers”: JPMS, Academy and Drexel.


 


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


 


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


 


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


 


“Insurance
Proceeds”: (a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan
Agreement) other than amounts to be applied to the restoration, preservation or repair of the Property or to be released to the
Loan Parties each in accordance with


 






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the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released
under the terms of the Mortgage Loan Agreement, other than amounts applied to the restoration, preservation or repair of the Property
in accordance with Accepted Servicing Practices, (b) amounts paid by any insurer pursuant to any insurance policy required
to be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement only or (c) any
other amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Loan Parties, to the extent
allocable to the Mortgage Loan under the Mortgage Loan Documents.


 


“Intercreditor
Agreement”: The certain Intercreditor Agreement, dated as of December 9, 2021, between the Lender and the Mezzanine
Lender.


 


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


 


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


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests (other than the Class LRR Uncertificated Interest), the amount by which the Current Interest Distribution Amount for
such Class of Certificates and Distribution Date exceeds the portion actually paid in respect of such Class on such Distribution
Date.


 


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


 


“Intervening
Trust Vehicle”: With respect to any Securitization Vehicle that is a CDO, a trust vehicle or entity which holds the
RR Interest as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral
for the CDO.


 


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


 


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


 


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


 


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


 



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“Investor/Interest
Owner Certification”: A certification representing that such Person executing the certificate is a Certificateholder,
a Beneficial Owner of a Certificate, a Companion Loan Holder, a prospective purchaser of a Certificate, the Trust Loan Seller
(if it has repurchased the Trust Loan in accordance with the Trust and Servicing Agreement and the Trust Loan Purchase Agreement),
the RR Interest Owner, the Risk Retention Consultation Party or the Directing Certificateholder (to the extent such Person is
not a Certificateholder) and that either (a) such Person is the Risk Retention Consultation Party or such Person is not a
Borrower Affiliate, a Manager, or an agent or Affiliate of any of the foregoing, in which case such Person shall have access to
all the reports and information made available to Privileged Persons hereunder, or (b) such Person is a Borrower Affiliate
or the Manager, or an agent or Affiliate of the foregoing, in which case such Person shall be permitted to receive access to the
Distribution Date Statements prepared by the Certificate Administrator. The Investor/Interest Owner Certification shall be substantially
in the form of Exhibit K-1 or Exhibit K-2 hereto, as applicable, or may be in the form of an electronic certification
contained on the Certificate Administrator’s Website containing the same information as Exhibit K-1 or Exhibit K-2,
as applicable. Investor/Interest Owner Certifications may be submitted electronically via the Certificate Administrator’s
Website. The Certificate Administrator may require that Investor/Interest Owner Certifications be resubmitted from time to time
in accordance with its policies and procedures and, upon receipt of notice substantially in the form of Exhibit Z
hereto from the Special Servicer that the Mezzanine Loan has been accelerated or as to which foreclosure or enforcement proceedings
have been commenced against any Mezzanine Equity Collateral pursuant to the related Mezzanine Loan Documents, the Certificate
Administrator will require any Restricted Holder to resubmit an Investor/Interest Owner Certification pursuant to clause (b) of
the definition of “Investor/Interest Owner Certification” The Certificate Administrator and Trustee may conclusively
rely on any Investor/Interest Owner Certification provided to it without any duty to verify the information on such submission.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
As defined in the Introductory Statement.


 


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


 


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


 


“KeyBank”:
KeyBank National Association, and its successors in interest.


 


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


 


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


 



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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the
Specially Serviced Mortgage Loan, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, full,
partial or discounted payoff or other liquidation of the Specially Serviced Mortgage Loan or the Property, as to which the Special
Servicer receives any Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and the related Net Liquidation Proceeds;
provided that any such Liquidation Fee shall be reduced by any Net Modification Fees paid by the Borrower with respect
to the Specially Serviced Mortgage Loan or the Property that were received and retained by the Special Servicer in the prior 24
months, but only to the extent those Net Modification Fees have not previously been deducted from a Work-out Fee or Liquidation
Fee; and provided, further, that the Special Servicer shall not be entitled to receive a Liquidation Fee in connection
with (i) the repurchase of the Trust Loan by the Trust Loan Seller pursuant to the Trust Loan Purchase Agreement (so long
as such repurchase occurs within the ninety (90) day time period required by the Trust Loan Purchase Agreement for the Trust
Loan Seller to cure or repurchase the Trust Loan (including any applicable extended cure periods)), (ii) a sale of all or
any portion of the Mortgage Loan by the Special Servicer to the Servicer or the Special Servicer or any Affiliate of the foregoing
in accordance with Section 3.16 or (iii) a purchase of the Mortgage Loan by the Mezzanine Lender pursuant to
the purchase option described in the Intercreditor Agreement (so long as such purchase occurs within 90 days of the date
on which the first Purchase Notice was given to the Mezzanine Lender).


 


“Liquidation
Fee Rate”: A rate equal to 0.50%.


 


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


 






    -34-


     


    

 


Companion Loan or any Note (exclusive of any
portion of such payoff or proceeds that represents Default Interest).


 


“Loan
Party”: Individually or collectively, the Borrower and the Guarantor, as the context requires.


 


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


 


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


 


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


 


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


 


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


 


“Major
Decision”: Any of the following:


 


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


 


(b)         
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the Scheduled Maturity Date of the Mortgage Loan other than as permitted pursuant to the terms of the
Mortgage Loan;


 


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


 


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


 


(e)          
any release of Collateral (excluding letters of credit) or any acceptance of substitute or additional collateral for the Mortgage
Loan, or any consent to either of the


 






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foregoing, other than if required pursuant to the specific terms of the Mortgage Loan and
for which there is no material lender discretion;


 


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


 


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


 


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


 


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


 


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


 


(k)          
approval of any Borrower plan of bankruptcy;


 


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


 


(m)         
any material modification, waiver or amendment of the Intercreditor Agreement, or any action to enforce rights (or decision not
to enforce rights) with respect to such Intercreditor Agreement; provided that with respect to any modification, waiver
or amendment that is proposed by the Mezzanine Lender, no majority holder of the Controlling Class, the Directing Certificateholder
or any affiliate of the foregoing is an owner of a controlling interest (whether legally, beneficially or otherwise) in the Mezzanine
Loan;


 


(n)         
approving annual budgets (to the extent lender approval is required) if the debt service coverage ratio on the basis of the Mortgage
Loan is below 2.0x that provide for operating expenses equal to more than 110% of the amount that was budgeted therefor in the
prior year; or


 


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


 



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


 


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


 


“Majority
Owned Affiliate”: As defined in the Credit Risk Retention Rules.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mezzanine
Equity Collateral”: The “Collateral” as defined in the Mezzanine Loan Agreement.


 


“Mezzanine
Loan Agreement”: The Mezzanine Loan Agreement, dated as of December 9, 2021 between the Mezzanine Borrower and the Mezzanine
Lender.


 


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


 


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


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees with respect to a modification, extension, waiver
or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing)
agreed to by the Servicer or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, defeasance fees,
consent fees, loan service transaction fees, Special Servicing Fees, Liquidation Fees or Work-out Fees). With respect to each
of the Servicer and the Special Servicer, in no event shall either Person be permitted to collect and retain as compensation Modification
Fees by such Person from the Borrower (taken in the aggregate with any other Modification Fees collected and earned by such Person
from the Borrower) in an aggregate amount in excess of $3,000,000 (i.e., shall be subject to an aggregate cap of $3,000,000).


 


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


 



    -37-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Purchase Price”: An amount (without duplication) generally equal to the sum of (i) the unpaid principal
balance of the defaulted Mortgage Loan, (ii) accrued and unpaid interest on each Note at the related Note Rate through and
including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed
Property Protection Advances and Administrative Advances and fees and amounts owed to the Servicer, the Special Servicer, the
Certificate Administrator and the Trustee together with interest on Advances, (iv) an amount equal to the sum of (A) all
interest on outstanding Monthly Payment Advances and (B) all interest on and all unreimbursed Companion Loan Advances and
(v) any unpaid Trust Fund Expenses and any amounts owed to the parties to this Agreement or any Other Pooling and Servicing
Agreement with respect to the related Companion Loan.


 



    -38-


     


    

 


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


 


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


 


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


 


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


 


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


 






    -39-


     


    

 


in respect of such Trust
Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net
of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate (including the portion
that is the Trustee Fee) and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of any rate
at which Default Interest accrues on such Trust Note) actually accrued on such Trust Note during the related Mortgage Loan Interest
Accrual Period, plus the applicable Withheld Amounts (or in the case of the initial Distribution Date, the Initial Interest
Deposit Amount).


 


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


 


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


 


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


 


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


 


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


 


“Non-RR
Interest Available Funds”: On each Distribution Date, an amount equal to the Non-RRI Percentage of the Available Funds
for such Distribution Date.


 



    -40-


     


    

 


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


 


“Non-RRI
Percentage”: 95%. For the avoidance of doubt, at all times, the sum of the RRI Percentage and the Non-RRI Percentage
shall equal 100%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Offering
Circular”: The Offering Circular, dated January 12, 2022, for the Certificates.


 


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


 






    -41-


     


    

 


such officer’s knowledge of and familiarity with the particular subject and (ii) with
respect to the Certificate Administrator and the Trustee, a Responsible Officer.


 


“Opinion
of Counsel”: A written opinion of counsel (which counsel, in the case of any such opinion of counsel relating
to the taxation of the Trust Fund or any portion thereof or the status of each Trust REMIC as a REMIC for taxation purposes, shall
be Independent of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee), who may,
without limitation, be counsel for the Depositor, the Servicer or the Special Servicer, reasonably acceptable to the Trustee and
the Certificate Administrator.


 


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


 


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


 


“Origination
Date”: December 9, 2021.


 


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


 


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


 


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


 


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


 


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


 



    -42-


     


    

 


	Class
                                         of Certificates

	Pass-Through
                                         Rate


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


 


With
respect to the RR Interest and the Class LRR Uncertificated Interests, and any Distribution Date, the effective per annum rate
at which interest accrues on the RR Interest or the Class LRR Uncertificated Interests, as applicable, during any Interest Accrual
Period, which, in each case, will be the WAC Rate.


 


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


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the initial Certificate Balance
or Notional Amount of such Certificate divided by the initial Certificate Balance or Notional Amount of all of the Certificates
of the related Class. With respect to the Class R Certificates, the percentage specified on the Certificate held by the Holder
of such Certificate. With respect to the RR Interest, “Percentage Interest” means 100%.


 


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


 


“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 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, 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 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


 






    -43-


     


    

 


National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates
and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations;


 


(ii)         
federal funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having
maturities of not more than 90 days of any commercial bank organized under the laws of the United States of America or any state
thereof or the District of Columbia, the short-term debt obligations of which (a) have a short-term rating of “P-1”
by Moody’s and (b) if not rated by the Rating Agency, otherwise acceptable to the Rating Agency, and in any such case as
confirmed in a Rating Agency Confirmation relating to the Certificates;


 


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


 


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


 


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


 


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


 


(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 the 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


 


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


 



    -44-


     


    

 


provided,
however, “Permitted Investments” (i) shall be limited to those instruments that have a predetermined fixed
dollar of principal due at maturity that cannot vary or change; (ii) shall only include instruments that qualify as “cash
flow investments” (within the meaning of Section 860G(a)(6) of the Code); and (iii) shall exclude any investment
where the right to receive principal and interest derived from the underlying investment provides a yield to maturity in excess
of 120% of the yield to maturity at par of such underlying investment. The interest rate on each Permitted Investment may either
be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any),
and move proportionately with that index; and provided, further, however, that no amount beneficially owned
by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other
than money market funds) treated as equity interests for federal income tax purposes, unless the Servicer receives an Opinion
of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC
or the Lower-Tier REMIC as a REMIC. Permitted Investments may not be interest-only securities. No investment shall be made that
requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its
maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x)
three months from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required
to be applied hereunder.


 


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


 


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


 


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


 


“Plan”:
As defined in Section 5.3(o).


 



    -45-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party, on the one hand, and the Trustee, the Servicer or the Special Servicer, on the other hand, related to the Specially Serviced
Mortgage Loan or the exercise of the Directing Certificateholder’s consent or consultation rights or consultation rights
or the consultation rights of the Risk Retention Consultation Party under this Agreement, (ii) strategically sensitive information
(and, if provided to a third party, has been identified as privileged or confidential information) that the Special Servicer has
reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the Borrower
or other interested party or (iii) information subject to attorney-client privilege; provided, however, that
the Certificate Administrator shall not be under any obligation to review whether any inquiry or response contains such direct
communication with the Directing Certificateholder.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Trust Loan Seller, any Companion Loan Holder, the Directing Certificateholder (but only prior
to the occurrence and continuance of a Control Event), the Risk Retention Consultation Party who provides the Certificate Administrator
with an Investor/Interest Owner Certification, any other Person who provides the Certificate Administrator with an Investor/Interest
Owner Certification and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator, which Investor/Interest
Owner Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website.
For purposes of obtaining access to information in the possession of the Certificate Administrator and/or receiving any information
or report from the


 






    -46-


     


    

 


Certificate Administrator’s Website (including accessing the Investor Q&A Forum), other than Distribution
Date Statements only, each Borrower Affiliate (including any Restricted Holder), the Manager, and the respective agents or Affiliates
of the foregoing (in each case, as evidenced by an Investor/Interest Owner Certification in the form of Exhibit K-2
hereto) shall be deemed to not be a “Privileged Person”. Notwithstanding anything herein to the contrary, the provisions
hereof shall not limit the Servicer’s ability to make accessible certain information regarding the Mortgage Loan at a website
maintained by the Servicer.


 


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


 


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


 


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


 


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


 


“Purchase
Notice”: As defined in the Intercreditor Agreement.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement and (ii) confirms in writing that it was appointed to act as, and
currently serves as a master servicer or special servicer, as applicable, on a transaction-level basis on a CMBS securitization
transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited
servicing concerns of the applicable replacement servicer or special servicer, as applicable, as the sole or a material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
rating downgrade or withdrawal) of securities rated by Moody’s in a CMBS securitization transaction serviced by the applicable
replacement master servicer or special servicer, as applicable, prior to the time of determination.


 


“Qualified
RR Interest Owner”: Any U.S. Person that is:


 


(a)          an
entity Controlled by, under common Control with or that Controls an RR Interest Owner, or


 


(b)          the
trustee on behalf of the trust certificates issued pursuant to a master trust agreement involving a collateralized debt obligation
(“CDO”) comprised of, or other securitization vehicle involving, assets deposited or transferred by an RR Interest
Owner and/or one or more Affiliates (whether with assets from others or not), provided that the securities issued in connection
with such CDO or other securitization vehicle are rated by each of the Rating Agencies, or


 


(c)          one
or more of the following:


 


(i)           an
insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension
plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or


 



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(ii)           an
investment company, money management firm or a QIB or an Institutional Accredited Investor, or


 


(iii)          a
Qualified Trustee in connection with (a) a securitization of, (b) the creation of a CDO secured by, or (c) a financing through
an “owner trust” of, the RR Interest or any interest therein (any of the foregoing, a “Securitization Vehicle”),
provided that (1) one or more classes of securities issued by such Securitization Vehicle is initially rated at least investment
grade by each of the Rating Agency (it being understood that a Rating Agency Confirmation will not be required in connection with
a transfer of the RR Interest or any interest therein to such Securitization Vehicle); (2) in the case of a Securitization Vehicle
that is not a CDO, the special servicer of such Securitization Vehicle (a) has a rating of “CSS3” by Fitch or is otherwise
acceptable to Fitch, (b) is acting as special servicer for one or more loans included in a CMBS securitization transaction that
was rated by KBRA prior to the date of determination, and KBRA have not downgraded or withdrawn the then-current rating on any
class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation
of such special servicer as special servicer of such commercial mortgage loans or is otherwise acceptable to KBRA, and (c) and
such special servicer is required to service and administer the RR Interest or any interest therein in accordance with servicing
arrangements for the assets held by the Securitization Vehicle which require that such approved servicer act in accordance with
a servicing standard notwithstanding any contrary direction or instruction from any other Person; or (3) in the case of a Securitization
Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed
by a CDO Asset Manager which is a Qualified RR Interest Owner, are each a Qualified RR Interest Owner under clauses (i), (ii),
(iv) or (v) of this definition, or


 


(iv)         an
investment fund, limited liability company, limited partnership or general partnership having capital and/or capital commitments
of at least $250,000,000, in which (A) an RR Interest Owner, (B) a person that is otherwise a Qualified RR Interest Owner, under
clause (i), (ii) or (v) (with respect to an institution substantially similar to the entities referred to in clause (i) or (ii)
above), or (C) a Permitted Fund Manager, acts as a general partner, managing member, or the fund manager responsible for the day-to-day
management and operation of such investment vehicle and provided that at least 50% of the equity interests in such investment
vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified RR Interest Owner (without regard
to the capital surplus/equity and total asset requirements set forth below in the definition), or


 


(v)          an
institution substantially similar to any of the foregoing, and


 


in
the case of any entity referred to in clause (c)(i), (ii), (iii), (iv)(B) or (v) of this definition, (x) such entity has at least
$200,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar
fiduciary) and at least $600,000,000 in total assets (in name or under management), and (y) is regularly engaged in the business
of making or owning commercial real estate loans (or interests therein) similar to the Mortgage Loan or owning or operating commercial
real estate properties; provided that, in the case of the entity described in clause (iv)(B) above, the requirements of this clause
(y) may be satisfied by a general partner,


 






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managing member, or the fund manager responsible for the day-to-day management and
operation of such entity; or


 


(d)          any
entity Controlled by any of the entities described in clause (b) above or approved by the Rating Agencies hereunder as a Qualified
RR Interest Owner for purposes of this Agreement, or as to which the Rating Agencies have stated they would not review such entity
in connection with the subject transfer.


 


For
purposes of this definition, “Control” means, the ownership, directly or indirectly, in the aggregate of more than
fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power,
by contract or otherwise and the terms “Controlling” and “Controlled” have meanings correlative to the
foregoing. For purposes of this definition, “Qualified Trustee” means any Person that is (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, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and (ii) an
institution whose long-term senior unsecured debt is rated at least “A” (or its equivalent) by the applicable Rating
Agencies. For purposes of this definition, “Permitted Fund Manager” means any Person that on the date of determination
is (i) any nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real
estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not subject to a proceeding relating
to the bankruptcy, insolvency, reorganization or relief of debtors.


 


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


 


“RAC
Decision”: Any of the actions described in clauses (e), (f), (g), (h), (i) or (j) of the definition of Major Decision.


 


“Rated
Final Distribution Date”: The Distribution Date in January 2039.


 


“Rating
Agency”: Moody’s.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by
a Rating Agency that a proposed action, failure to act or other specified event will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by a Rating Agency)
immediately prior to the occurrence of the action, failure to act or other event with respect to which Rating Agency Confirmation
is sought, which Rating Agency Confirmation may be obtained or deemed to be satisfied as set forth in Section 3.27
hereof; provided that with respect to any matter affecting any Companion Loan, so long as such Companion Loan (or any portion
thereof) is subject to a securitization transaction, any Rating Agency Confirmation shall also refer to the Companion Loan Rating
Agency Confirmation from each related Companion Loan Rating Agency to the extent provided in Section 3.27; provided,
further, that a written waiver (which may be in electronic form) or other acknowledgment from each Rating Agency indicating
its decision not to review or to decline to review the matter for which the Rating Agency Confirmation is


 






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sought shall be deemed
to satisfy the requirement for the Rating Agency Confirmation from each Rating Agency with respect to such matter. At any time
during which no Certificates are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency.


 


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


 


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


 


“Realized
Loss”: A Non-RR Interest Realized Loss or an RR Interest Realized Loss, as the case may be.


 


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


 


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


 


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


 


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


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 



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	Related
                                         Uncertificated Lower-Tier Interests

	Related
                                         Certificates


	Class
    LA Uncertificated Interest	Class A
	Class
    LB Uncertificated Interest	Class B
	Class
    LC Uncertificated Interest	Class C
	Class
    LD Uncertificated Interest	Class D
	Class
    LE Uncertificated Interest	Class E
	Class
    LF Uncertificated Interest	Class F


 


“Relevant
Action”: As defined in Section 3.28(b).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Repurchase
Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust
Loan, (ii) accrued and unpaid interest on the Trust Loan at the weighted average of the Trust Note Rates (exclusive of the
Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to
occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together with interest on Advances allocable
to the Trust Loan pursuant to the Co-Lender Agreement, (iv) an amount equal to all interest on outstanding Monthly Payment
Advances, (v) any unpaid Trust Fund


 






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Expenses allocable to the Trust Loan pursuant to the Co-Lender Agreement and (vi) any
other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, Special Servicer, Certificate Administrator
or Trustee arising out of the enforcement of the repurchase obligation. No Liquidation Fee shall be paid by the Trust Loan Seller
in connection with a repurchase of the Trust Loan or indemnity payment made in lieu thereof due to a Material Breach or a Material
Document Defect pursuant to the Trust Loan Purchase Agreement, so long as such repurchase occurs within the ninety (90) day
time period required by the Trust Loan Purchase Agreement for the Trust Loan Seller to cure or repurchase the Trust Loan (including
any applicable extended cure periods).


 


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


 


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


 


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


 


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


 


“Requesting
Party”: As defined in Section 3.27.


 


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


 


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


 


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


 


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


 






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Servicer or the Special Servicer, as applicable,
by the Trustee or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Holder”: Any Person that owns any interest (whether legally, beneficially or otherwise) in the Mezzanine Loan
that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against any Mezzanine Equity
Collateral.


 


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


 


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


 


“Retaining
Sponsor”: JPMCB.


 


“Risk
Retention Allocation Percentage”: An amount expressed as a percentage equal to the RRI Percentage divided by the Non-RRI
Percentage.


 


“Risk
Retention Consultation Party”: The party selected by JPMCB. The Certificate Administrator shall promptly provide the
name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement and
any such requesting party may conclusively rely on the name and contact information provided by the Certificate Administrator.
The other parties hereto shall be entitled to assume, without independent investigation or verification, that the identity of
the Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity of
and contact information for) a replacement of the Risk Retention Consultation Party from JPMCB. The initial Risk Retention Consultation
Party shall be JPMCB. The Risk Retention Consultation Party shall not be a Borrower Affiliate.


 


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


 


“RR
Interest Appraisal Reduction Amount”: With respect to any Trust Appraisal Reduction Amount, an amount equal the RRI
Percentage of such Trust Appraisal Reduction Amount.


 


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


 



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“RR
Interest Interest Distribution Amount”: With respect to any Distribution Date, for the RR Interest and the Class LRR
Uncertificated Interest, an amount equal to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate
amount of interest distributed to the Holders of the Regular Certificates pursuant to clauses first, fourth, seventh, tenth,
thirteenth and sixteenth of the Distribution Priorities on such Distribution Date.


 


“RR
Interest Principal Distribution Amount”: With respect to the RR Interests for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders
of the Regular Certificates pursuant to clauses second, fifth, eighth, eleventh, fourteenth and seventeenth
of the Distribution Priorities on such Distribution Date.


 


“RR
Interest Rate”: For each of the RR Interest and the Class LRR Uncertificated Interests, an effective rate of interest
equal to the WAC Rate.


 


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


 


“RR
Interest”: An uncertificated interest in the Trust representing the right to receive the RRI Percentage of all amounts
collected on the Trust Loan, net of all expenses of the Trust, and distributable on each Distribution Date to the Certificateholders
of the Sequential Pay Certificates and to the RR Interest Owner (i.e., representing the right to receive the Risk Retention Allocation
Percentage of all amounts distributable on each Distribution Date to the Holders of the Regular Certificates). The RR Interest
evidences a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. The parties hereto agree
not to treat the RR Interest as a security under applicable law.


 


“RR
Interest Balance”: With respect to the RR Interest (i) on or prior to the first Distribution Date, an amount equal to
the Initial RR Interest Balance and (ii) as of any date of determination after the first Distribution Date, the RR Interest Balance
on the Distribution Date immediately prior to such date of determination after giving effect to (a) any distributions made on
such Distribution Date as described in clause second of Section 4.1(b) and (b) any RR Interest Realized Losses allocated
to the RR Interest on such Distribution Date.


 


“RR
Interest Owner” A Person who owns the RR Interest, as identified to the Certificate Administrator in writing. At any
time there shall only be one RR Interest Owner. JPMCB is the RR Interest Owner of 100% of the RR Interest as of the Closing Date.
Until it receives notice to the contrary in the form of both Exhibit J-3 and Exhibit J-4 hereto pursuant to Section 5.3(i),
the Certificate Administrator shall be entitled to rely on the preceding sentence with respect to the identity of the RR Interest
Owner and, thereafter, the Certificate Administrator shall be entitled to rely on the most recent notification in the form of
notice of the new owner and


 






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submission of both Exhibit J-3 and Exhibit J-4 hereto pursuant to Section 5.3(i) with respect
to the identity of the RR Interest Owner.


 


“RRI
Percentage”: 5%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Scheduled
Maturity Date”: January 1, 2027.


 


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


 


“Securitization
Indemnification Agreements”: (i) The indemnification agreement, dated as of January 10, 2022, between the
Depositor, the Initial Purchasers, the Trust Loan Seller and the Borrower, (ii) the indemnification agreement, dated as of
January 12, 2022, between the Depositor, the Initial Purchasers, the Trust Loan Seller and the Borrower, and (iii) the indemnification
agreement, dated as of January 26, 2022, between the Depositor, the Initial Purchasers, the Trust Loan Seller and the Borrower.


 






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“Securitization
Laws”: Collectively, the EU Securitization Laws and the UK Securitization Laws.


 


“Securitization
Vehicle”: As defined in the definition of Qualified RR Interest Owner.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to the Trust Loan, 0.015% per annum; and with respect to the Companion Loan, 0.0075%
per annum.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


“Special
Notice”: As defined in Section 5.6.


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities industry) of the Mortgage Loan but performs one or more discrete
functions


 






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identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority
of the Servicer (or a Sub-Servicer of the Servicer), the Special Servicer or an Additional Servicer (or a Sub-Servicer of an Additional
Servicer).


 


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


 


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


 


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


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with
respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “J.P. Morgan Chase Commercial Mortgage
Securities Trust 2022-OPO”.


 


“Trust
A Notes”: The promissory notes designated as A-1, A-2, A-3, A-4 and A-7.


 


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


 


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


 


“Trust
Fund”: The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the
Trust Notes together with the Mortgage File (exclusive of the original Companion Loan Notes) relating thereto (other than the
rights of the Lender under the


 






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Securitization Cooperation Provisions, which rights shall be retained by the Trust Loan Seller
and shall not be assigned to the Trustee under this Agreement); (ii) all scheduled and unscheduled payments on or collections
in respect of the Trust Notes; (iii) any Foreclosed Property (but only to the extent of the Trust’s interest in such
Foreclosed Property); (iv) all revenues received in respect of any Foreclosed Property (but only to the extent of the Trust’s
interest in such Foreclosed Property); (v) the Servicer’s, Special Servicer’s and the Trustee’s rights
under the insurance policies with respect to the Property required to be maintained pursuant to this Agreement and any proceeds
thereof (but only to the extent of the Trust’s interest therein); (vi) any indemnities or guaranties given as additional
security for the Trust Notes (but only to the extent of the Trust’s interest therein); (vii) all funds deposited in
the Collection Account (but only to the extent of the Trust’s interest therein), the Interest Reserve Account and the Distribution
Account, including reinvestment income thereon (except as otherwise provided herein); (viii) any environmental indemnity
agreements relating to the Property (but only to the extent of the Trust’s interest therein); (ix) the rights and remedies
of the Depositor under the Trust Loan Purchase Agreement; (x) the security interest in the Reserve Accounts granted pursuant
to Section 2.1 (but only to the extent of the Trust’s interest therein); (xi) all other assets included
or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier Interests;
(xiii) [reserved]; (xiv) [reserved] and (xv) the proceeds of any of the foregoing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee”:
Wilmington Trust, National Association, in its capacity as trustee, or if any successor trustee is appointed as herein provided,
such successor trustee (including, as applicable, any agents or affiliates utilized thereby).


 



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


 


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


 


“UK
Securitization Laws”: The UK Securitization Regulation and any supplementary technical standards and any official guidance
published in relation thereto, and any implementing laws or regulations.


 


“UK
Securitization Regulation”: The EU Securitization Regulation that forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended), and as amended (including by the Securitization (Amendment)
(EU Exit) Regulations 2019).


 


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


 


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


 


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


 


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


 


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


 


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


 






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provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996
that have elected to be treated as a U.S. Person) or (v) any other Person that is disregarded as separate from its ownership
for U.S. federal income tax purposes and whose owner is described in clauses (i) through (iv) above.


 


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


 


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


 


“WAC
Rate”: With respect to any Distribution Date is equal to the weighted average of the applicable Net Trust Note
Rates of the Trust Notes as of the first day of the related Collection Period, weighted on the basis of their respective principal
balances as of the first day of such Collection Period (after giving effect to any payments received during any applicable grace
period).


 


“Weighted
Average Class X Strip Rate”: For any Distribution Date, means a per annum variable rate equal to
the weighted average of the Class X Strip Rates for the Class A and Class B Certificates for such Distribution Date (weighted
on the basis of the Certificate Balances of such Classes, in each case, outstanding immediately prior to such Distribution Date).


 


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


 


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


 


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


 



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“Work-out
Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% (for so long
as another Special Servicing Loan Event does not occur); provided that any such Work-out Fee shall be reduced by any Net
Modification Fees paid by the Borrower with respect to the Mortgage Loan that were received and retained by the Special Servicer
in the prior 24 months but only to the extent those Net Modification Fees have not previously been deducted from a Work-out Fee
or Liquidation Fee (each amount of the Work-out Fee will be reduced to an amount (but not to an amount less than zero) until the
aggregate amount of such reductions equals such Net Modification Fees). No Work-out Fee shall be payable to the Special Servicer
if the Mezzanine Lender purchases the Mortgage Loan pursuant to the Intercreditor Agreement within 90 days of the date on
which the first Purchase Notice is delivered to the Mezzanine Lender.


 


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


 


“YM
Group A”: As defined in Section 4.3(a)(i).


 


“YM
Group C”: As defined in Section 4.3(a)(i).


 


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


 


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


 


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


 


(d)         
Calculations of interest on the Regular Certificates, the RR Interest and the Additional Interest Distribution Amount shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.


 


Section
1.3      Certain Calculations in Respect of the Trust Loan or
the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form
of payments from or on behalf of the Loan Parties, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than
amounts related to clause (b) of the definition thereof required to be applied to the restoration, preservation
or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts
due and owing under the Mortgage Loan Documents and the Co-Lender Agreement (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the Mortgage Loan Documents and the Co-Lender Agreement; provided, however,
in the absence of such express


 






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provisions or if and to the extent that such terms authorize the mortgagee to use its discretion
and in any event for purposes of calculating distributions hereunder after a Mortgage Loan Event of Default, all such amounts
collected that are not required to be distributed to the Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed
to be applied in the following order of priority: first, as a recovery of any unreimbursed Advances plus interest
accrued thereon at the Advance Rate and, if applicable, unreimbursed Liquidation Expenses and unpaid Trust Fund Expenses; second,
as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections with
respect to the Mortgage Loan or the Trust Loan, as applicable; third, as a recovery of accrued and unpaid interest on the
Trust Notes that have not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid
interest on each outstanding Trust Note at the applicable Net Trust Note Rate (without giving effect to any increase in such Net
Trust Note Rate required under the Mortgage Loan Agreement as a result of a Mortgage Loan Event of Default) through and including
the end of the Mortgage Loan Interest Accrual Period in which such collections were received by or on behalf of the Trust, over
(ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment
Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Trust Appraisal
Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant
to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued
and unpaid interest on the Trust A Notes, on a pro rata and pari passu basis, and Trust B Note, in that order);
fourth, as a recovery of principal of the Trust Loan then due and payable on the Trust Loan, including by reason of acceleration
of the Mortgage Loan following a Mortgage Loan Event of Default (or, if the Trust Loan has been liquidated, as a recovery of principal
to the extent of its entire unpaid principal balance), first, to the Trust A Notes, on a pro rata and pari passu
basis, and then to the Trust B Note, in each case until their respective principal balances have been reduced to zero; fifth,
as a recovery of accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any)
in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred
under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that collections have
not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates)
(such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Notes, on a pro
rata and pari passu basis, and Trust B Note, in that order); sixth, as a recovery of amounts to be currently
applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar
items relating to the Mortgage Loan; seventh, as a recovery of any other reserves to the extent then required to be held
in escrow with respect to the Mortgage Loan; eighth, as a recovery of any Yield Maintenance Default Premium on the Trust
Loan; ninth, as a recovery of any Assumption Fees, Assumption Application Fees, consent fees, loan service transaction
fees and Modification Fees then due and owing under the Mortgage Loan; tenth, as a recovery of any Default Interest or
late charges then due and owing under the Mortgage Loan; and eleventh, as a recovery of any other amounts then due and
owing under the Mortgage Loan, provided that, to the extent required under the REMIC Provisions, payments or proceeds received
with respect to the release of all or any portion of the Property (including following a condemnation) from the lien of the Mortgage
and Mortgage Loan Documents must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by
such REMIC Provisions if, immediately following such release, the


 






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loan-to-value ratio of the Mortgage Loan exceeds 125% (based
solely on real property and excluding any personal property and going concern value).


 


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


 


(c)          
All net present value calculations and determinations made under the Trust and Servicing Agreement with respect to the Mortgage
Loan, the Trust Loan, any Companion Loan, the Property or Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted;
namely (i) for principal and interest payments on the Mortgage Loan, the Trust Loan or such Companion Loan, or sale of the
Mortgage Loan, the Trust Loan or such Companion Loan if it is in default, the higher of (1) the rate determined by the Servicer
or Special Servicer, as


 






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applicable, that approximates the market rate that would be obtainable by the Loan Parties on similar
debt of the Loan Parties as of such date of determination and (2) the Weighted Average Note Rate on the Mortgage Loan, the
Trust Loan or such Companion Loan, as the case may be, based on its outstanding principal balance and (ii) for all other
cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of
such Appraisal).


 


ARTICLE
2.



DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


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


 


Such
sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real
or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the
Depositor by the Loan Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer
and assignment further include all Mortgage Loan Documents relating to the Trust Loan (other than the Securitization Cooperation
Provisions). Notwithstanding anything to the contrary herein, the rights of the Lender under the Securitization Cooperation Provisions
shall be retained by the Trust Loan Seller and shall not be part of the Trust Fund.


 


(b)         
In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the
original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together
with a copy of such Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of Holders of J.P. Morgan Chase Commercial Mortgage Securities
Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO and the RR Interest Owner without recourse or warranty
except as set forth in the Trust and Servicing Agreement, dated as of January 26, 2022, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee”, which
Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii) on
or before the fifth day after the Closing Date


 






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(the “Delivery Date”),
the following documents or instruments with respect to the Mortgage Loan (collectively with the original Trust Notes required
under clause (i) above, the “Mortgage File”), in
each case executed by the parties thereto:


 


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


 


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


 


(C)        
the original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the
applicable jurisdiction in which the Property is located to “Wilmington Trust, National Association, as Trustee, for the
benefit of Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates,
Series 2022-OPO and the Companion Loan Holders, as their interests may appear” without recourse;


 


(D)        
the Assignment of Leasing Agreement – Office, the Assignment of Leasing Agreement – Retail, the Master Lease Assignment
of Leasing Agreement – Office and the Master Lease Assignment of Leasing Agreement – Retail (each as defined in the
Mortgage Loan Agreement);


 


(E)        
a copy of the Management Agreement and a copy of the Sub-Management Agreement (each as defined in the Mortgage Loan Agreement);


 


(F)         
the Assignment of Management Agreement (Non-OPO Property), the Assignment of Management Agreement (Old Post Office Property),
the Master Lease Assignment of Management Agreement, the Assignment of Parking Agreement (Non-OPO Property), the Assignment of
Parking Agreement (Old Post Office Property), the Master Lease Assignment of Parking Management Agreement, the Assignment of Sub-Management
Agreement (Non-OPO Property) and the Assignment of Sub-Management Agreement (Old Post Office Property) (each as defined in the
Mortgage Loan Agreement);


 


(G)        
the original Cash Management Agreement;


 


(H)        
where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured
party named in such UCC-1 financing statement to


 






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the Trustee of the security interest in the personal property and other UCC collateral
constituting security for repayment of the Mortgage Loan;


 


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


 


(J)         
the Master Lease ALR (as defined in the Mortgage Loan Agreement);


 


(K)        
an original of the Lockbox Agreement;


 


(L)        
the Assignment of Security Documents, the Pledge Agreement, the SNDA and the Recognition Agreement (each as defined in the Mortgage
Loan Agreement);


 


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


 


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


 


(O)       
a copy of the Mezzanine Loan Agreement, the Mezzanine Loan note, the mezzanine pledge agreements, the mezzanine guaranty agreement,
the mezzanine environmental indemnity, the mezzanine subordinations of management agreement, the mezzanine subordinations of sub-management
agreement, the mezzanine subordinations of leasing agreement, the mezzanine subordinations of parking agreement, the mezzanine
recognition agreements and an original of the Intercreditor Agreement;


 


(P)        
an original of the Guaranty;


 


(Q)        
an original of the Environmental Indemnity;


 


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


 


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


 


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


 



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


 


Each
Assignment of Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall
be filed or recorded, as applicable, by a designee of the Depositor, with instructions to return all such recorded documents,
or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In
the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable
filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the
Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or
recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances
where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded,
the obligations of the Depositor hereunder and the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement
shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if
applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.


 


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


 


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


 


(b)         
The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate
Administrator of its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) the original Trust
Notes specified in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any,
have been received by the Custodian; and (ii) such original Trust Notes have been reviewed by the Custodian and (A) appear
regular on their face (handwritten additions, changes or corrections shall


 






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not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to the Trust Loan. The Custodian agrees to review or cause
to be reviewed the Mortgage File within thirty (30) days after the Closing Date, and to deliver to the Depositor, the Companion
Loan Holders, the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of
a Consultation Termination Event), the Servicer and the Special Servicer a report certifying, subject to any exceptions found
by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all
documents have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not
been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Mortgage Loan. The Custodian shall have
no responsibility for reviewing the Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian
shall be under no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently
determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose,
whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms
to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate
office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to
the Property.


 


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


 


(c)          
Upon the first anniversary of the Closing Date, the Custodian shall deliver a final exception report as to any remaining documents
that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency
to be cured; or (ii) use commercially reasonable efforts to cause the Trust Loan Seller to repurchase the Trust Loan pursuant
to the Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary
herein, no Defect (except for a Defect


 






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with respect to the documents described in clause (i) of Section 2.1(b) and
the documents described in clauses (ii)(B), (C) and (H) of Section 2.1(b)) or a Defect
that relates to the Trust Loan being other than a Qualified Mortgage shall be considered to be a Material Document Defect unless
the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s
rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to
the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any
immediate significant servicing obligations. The Trustee’s sole remedy against the Trust Loan Seller in connection with
a Material Document Defect is to enforce the repurchase claim in accordance with the provisions of the Trust Loan Purchase Agreement.


 


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


 


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


 


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


 


In
the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase
Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase
Request or Repurchase Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred
and is continuing), and include the following statement in the related correspondence: “This is a “Repurchase Request
Withdrawal” under Section 2.2 of the


 






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Trust and Servicing Agreement relating to the J.P. Morgan Chase Commercial Mortgage
Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO requiring action by you as the recipient
of such Repurchase Request or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of
such Repurchase Request or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall
be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request
Withdrawal, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to
such Repurchase Request or Repurchase Request Withdrawal.


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)        
this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may


 






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be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting
the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law);


 


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


 


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


 


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


 


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


 


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


 


Section
2.4      Representations and Warranties of the Certificate Administrator.
(a) Computershare Trust Company, as Certificate Administrator, hereby represents and warrants to the other parties hereto
and for the benefit of the Certificateholders, the RR Interest Owner and the Companion Loan Holders as of the Closing Date:


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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Section
2.6        Reserved.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


(c)          
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates or the RR Interest.
Subject to Section 2.8(a) and (b), neither the Certificateholders, the RR Interest Owner, the Trustee,
or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other
claims in connection with the Certificates, the RR Interest or the Trust Loan.


 


Section
2.8       Representations and Warranties Contained in the Trust
Loan Purchase Agreement. (a) Upon discovery by the Servicer, the Special Servicer, the Certificate Administrator or the
Trustee of (i) a Material Breach of any representation and warranty set forth in Exhibit A to the Trust Loan Purchase
Agreement, which representation and warranty was made by the Trust Loan Seller in the Trust Loan Purchase Agreement and has been
assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a Material Document Defect, such Person shall
give prompt notice thereof to the other parties hereto and the Companion Loan Holders, and upon receipt or delivery, as applicable,
of such notice the Servicer or Special Servicer, as applicable, shall use commercially reasonable efforts to cause the Trust Loan
Seller, to the extent obligated to do so under the Trust Loan Purchase Agreement, to cure such default or defect or repurchase
the Trust Loan under the terms of and within the time period specified by the Trust Loan Purchase Agreement, it being understood
and agreed that none of such Persons has an obligation to conduct any investigation with respect to such matters; provided,
that within ninety (90) days of (1) the receipt by the Trust Loan Seller of notice of such Material Document Defect
or Material Breach, as the case may be, or (2) the discovery of such Defect or breach by any party hereto, in the case of
a Defect or breach that would cause the Trust Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)
(but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) (a “Qualified
Mortgage”)), will be a Material Breach or Material Document Defect, respectively, and with respect to any such
Material Breach or Material Document Defect, the Trust Loan Seller shall (x) repurchase the Trust Loan at the Repurchase
Price, (y) promptly cure such Material Document Defect or Material Breach, as the case may be, in all material respects or
(z) if such Material Document Defect or Material Breach is not related to the Trust Loan not being a “qualified mortgage”
within the meaning of Code


 






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Section 860G(a)(3), indemnify the Trust for the losses directly related to such Material Document
Defect or Material Breach, subject to receipt of Rating Agency Confirmation from each Rating Agency with respect to such action;
provided, that in the event that such Material Document Defect or Material Breach does not cause the Trust Loan to be other
than a “qualified mortgage” as described in Code Section 860G(a)(3) and is capable of being cured but not within
such 90-day period if the Trust Loan Seller has commenced and is diligently proceeding with the cure of such Material Document
Defect or Material Breach, the Trust Loan Seller will have an additional 90 days to complete such cure, or failing such cure,
to repurchase the Trust Loan or indemnify the Trust in an amount equal to the Repurchase Price; provided, further,
that with respect to such additional 90-day period, the Trust Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator and the Servicer setting forth the reason why such Material Document Defect or Material
Breach is not capable of being cured within the initial 90-day period and what actions the Trust Loan Seller is pursuing in connection
with the cure thereof and stating that the Trust Loan Seller anticipates that such Material Document Defect or Material Breach
will be cured within the additional 90-day period. For the avoidance of doubt, no Liquidation Fee will be payable by the Trust
Loan Seller in connection with a repurchase of the Trust Loan due to a Material Breach or a Material Document Defect if made in
accordance with and within the 90 day period set forth in the Trust Loan Purchase Agreement (including any applicable extended
period).


 


(b)         
Upon receipt by the Servicer from the Trust Loan Seller of the Repurchase Price for the Trust Loan, the Servicer shall deposit
such amount in the Collection Account, and the Custodian shall, upon receipt of a certificate of a Servicing Officer certifying
as to (1) the receipt by the Servicer of the Repurchase Price and the deposit of the Repurchase Price into the Collection
Account pursuant to this Section 2.8(b) and (2) if applicable, compliance with the conditions set forth
in clauses (c) and (d) below, (i) release or cause to be released to the designees of the Trust
Loan Seller the Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty (except that the Trust Loan is owned by the Trust and is being sold free and clear
of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Trust Loan released pursuant hereto
and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with
regard to the Mortgage File and (ii) release or cause to be released to the Trust Loan Seller any escrow payments and reserve
funds held by the Trustee, or on the Trustee’s behalf, in respect of the Trust Loan.


 


(c)          
[Reserved].


 


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


 


Section
2.9       Execution and Delivery of Certificates; Issuance of Uncertificated
Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Notes
and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, (i) the
Certificate Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests to the Depositor and (y) the
Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (ii) immediately thereafter,
the Certificate Administrator acknowledges (x) the assignment by the


 






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Depositor to the Trustee of the Uncertificated Lower-Tier
Interests, and in exchange therefor that it (y) has executed and has authenticated and delivered to or upon the order of
the Depositor, the Regular Certificates and has issued the RR Interest and the Class UT-R Interest, and (z) has executed
and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class
LT-R and Class UT-R Interests, and (iii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular
Certificates in authorized denominations and the Class UT-R Interest evidencing the entire beneficial ownership of the Upper-Tier
REMIC.


 


Section
2.10      Miscellaneous REMIC Provisions. (a) The Class A, Class X, Class B,
Class C, Class D, Class E and Class F Certificates and the RR Interest are hereby designated as the “regular interests”
in the Upper-Tier REMIC (and, in the case of the Class F Certificates, will evidence two classes of “regular interests”,
one of which will correspond to the principal entitlements of such Class and interest calculated at the corresponding Pass-Through
Rate and the other which will be an interest only class corresponding to the Additional Interest Distribution Amount) within the
meaning of Section 860G(a)(1) of the Code. The Class UT-R Interest, represented by the Class R Certificates, is hereby
designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2)
of the Code.


 


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


 


ARTICLE
3.

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN


 


Section
3.1       Servicer to Act as the Servicer; Special Servicer to
Act as the Special Servicer. The Servicer and the Special Servicer, each as an independent contractor, shall service and administer
the Mortgage Loan and administer Foreclosed Property solely on behalf of the Trust and the Companion Loan Holders, in the best
interest of, and for the benefit of, all the Certificateholders, the RR Interest Owner and the Companion Loan Holders as a collective
whole (taking into account the subordination of the B Note to the A Notes) (as determined by the Servicer or the Special Servicer,
as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC
Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement
and, to the extent consistent with the foregoing, the following standards: (i) the higher of (a) the same manner in
which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services
and administers similar loans and administers foreclosed properties for other third-party portfolios, giving due consideration
to customary and usual standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans
and administering their own foreclosed properties, or (b) the same manner in which and with the same care, skill, prudence
and diligence the Servicer or the Special Servicer, as applicable, uses for loans which it owns or for foreclosed properties it
owns and administers; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest
under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if no satisfactory


 






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arrangements can be
made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Certificateholders,
the RR Interest Owner and the Companion Loan Holders as a collective whole (taking into account the interests of each of the holders
of the Notes, the RR Interest Owner and the subordination of the B Note to the A Notes) on a net present value basis and (b) the
payment of Trust Fund Expenses that are reimbursable or payable by the Loan Parties under the Mortgage Loan Agreement; and (iii) without
regard to:


 


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


 


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


 


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


 


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


 


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


 


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


 






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or (ii) take
any action with the intent to, and which actually does cause, the Trustee or the Certificate Administrator to be registered to
do business in any state.


 


The
liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer
and the Special Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Trust Loan and the Companion Loan.


 


Except
as otherwise expressly set forth in this Agreement, any party to this Agreement, acting in any particular capacity hereunder will
not be deemed to be imputed with knowledge of (a) such party, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) such party, acting in any other capacity hereunder, except, in the case of either
clause (a) or (b), where some or all of the obligations performed in such capacities are performed by
one or more employees within the same group or division of such party, 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 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.


 


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


 


(b)         
Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee, the Certificateholders
and the RR Interest Owner for the


 






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servicing and administering of the Trust Loan and the Companion Loan in accordance with the
provisions of Section 3.1 without diminution of such obligation or liability by virtue of such sub-servicing agreement,
or by virtue of indemnification from a sub-servicer, and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loan.


 


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


 


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


 


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


 


(f)          
The parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan, and the making
of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation
of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders
and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders.
With respect to the Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage Loan) or the Special
Servicer


 






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(if the Mortgage Loan has become a Specially Serviced Mortgage Loan or the Property has been converted to an Foreclosed
Property) shall prepare and provide to each Companion Loan Holder all notices, reports, statements and communications to be delivered
by the holder of the Trust Loan under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by
a servicer and perform all servicing related duties and obligations to be performed by the holder of the Trust Loan pursuant to
the Co-Lender Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender
Agreement shall control with respect to the Mortgage Loan.


 


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


 


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


 


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


 


Section
3.4      Collection Account, Companion Loan Distribution Account
and Interest Reserve Account. (a) The Servicer shall establish and maintain (1) in the name of “KeyBank National
Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of J.P.
Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO and
the RR Interest Owner, Collection Account” one or more deposit accounts on behalf of the Trustee for the benefit of the
Certificateholders and (2) in the name of “KeyBank National Association, as Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO,
Commercial Mortgage Pass-Through Certificates, Series 2022-OPO and RR Interest Owner, Companion Loan Distribution Account”
one deposit account for the benefit of the Companion Loan Holders (the “Companion Loan
Distribution Account”), which may be a subaccount of the Collection Account, and funds in such account shall
be remitted to the Companion Loan Holders (collectively, the “Collection Account”).
The Collection Account must be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the
Collection Account within two (2) Business Days of receipt of properly identified and available funds the following amounts
representing payments and collections received or made during each Collection Period on or with respect to the Mortgage Loan (and
not otherwise required to be deposited in the Reserve Accounts):


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)         
On or prior to each Remittance Date (or following the securitization of any Companion Loan, in the case of clause (xii) below,
the earlier of (1) the Remittance Date or (2) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement), prior to the remittance of funds to the Certificate Administrator
for deposit in the Distribution Account pursuant to Section 3.4(a), the Servicer shall make


 






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withdrawals from the Collection
Account (which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer) as described below
(the order set forth below constituting an order of priority for such withdrawals):


 


(i)           
to withdraw funds deposited therein in error;


 


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


 


(iii)         
concurrently, to pay the Servicing Fee to the Servicer (who will be required to pay the holder of the right to receive the Excess
Servicing Fees the portion of the Servicing Fee that represents the Excess Servicing Fees pursuant to the Trust and Servicing
Agreement, if such holder is not the Servicer) and to pay the Certificate Administrator Fee (including the portion that is the
Trustee Fee) to the Certificate Administrator, as applicable;


 


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


 


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


 






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interest on such Advances
may be paid out of other amounts on deposit in the Collection Account to the extent Default Interest and late payment charges
are not sufficient to pay for such interest on Advances;


 


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


 


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


 


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


 


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


 


(x)          to pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment instructions
set forth on Exhibit Q hereto or such other payment


 






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instructions as CREFC® may provide from time to
time in writing at least two Business Days prior to the Remittance Date); and


 


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


 


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


 


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


 


The
Servicer shall pay to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable,
from the Collection Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or
the Trustee or an officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate
Administrator and the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall
not be required. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated
therein and shall have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, is not entitled.


 


Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loan deposited in the Collection Account
and available for distribution on the next Distribution Date, the Servicer or the Trustee, each at its


 






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own option and in its sole
discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant
to this Section 3.4(c) immediately, may elect to refrain from obtaining such reimbursement for such portion of
the Nonrecoverable Advance during the Collection Period ending on the then-current Determination Date for successive one-month
periods for a total period not to exceed 12 months. If the Servicer or the Trustee makes such an election at its sole option
and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully
reimbursable in the subsequent Collection Period (subject, again, to the same sole discretion to elect to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the Servicer or the Trustee
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period
ending on the related Determination Date for any Distribution Date, the Servicer or the Trustee shall further be authorized (in
its sole discretion) to wait for principal collections on the Trust Loan and the Companion Loan to be received before making its
determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the
end of such Collection Period; provided, however, that if, at any time Servicer or the Trustee elects, in its sole
discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable
Advance during a one month collection period will exceed the full amount of the principal portion of general collections deposited
in the Collection Account for such Distribution Date, then the Servicer or the Trustee, as applicable, shall use its reasonable
efforts to give notice of its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b) of this Agreement), at least 15 days prior to any reimbursement
to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loan unless extraordinary
circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information Provider (who
shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b) of
this Agreement) as soon as reasonably practical thereafter. Neither the Servicer nor the Trustee shall have any liability for
any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated by the immediately preceding
sentence. Notwithstanding the foregoing, the failure to give such notice shall in no way affect the Servicer’s or the Trustee’s
election as to whether to refrain from obtaining reimbursement pursuant to this Section 3.4(c).


 


(d)         
The foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this section or to comply with the terms of this
section and the other provisions of this Agreement that apply once such an election, if any, has been made, provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes or the RR Interest shall not, with respect to the Servicer constitute a violation of the Accepted
Servicing Practices and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary
duty to Certificateholders or the RR Interest Owner or any contractual obligation hereunder. If the Servicer or the Trustee, as
applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised,
then the


 






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Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with
interest thereon at the Advance Rate from all amounts in the Collection Account for such Distribution Date (deemed first
from principal and then interest). Any such election by any such party to refrain from reimbursing itself or obtaining
reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods shall not limit
the accrual of interest at the Advance Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of
such Nonrecoverable Advance. The Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such
Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and the RR Interest Owner and shall not
be construed as an obligation on the part of the Servicer or the Trustee, as applicable, or a right of the Certificateholders
or the RR Interest Owner. Nothing herein shall be deemed to create in the Certificateholders or the RR Interest Owner a right
to prior payment of distributions over the Servicer’s or the Trustee’s, as applicable, right to reimbursement for
Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate
reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with Accepted Servicing Practices and none of the
Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders,
the RR Interest Owner or any of the Companion Holders for any such election that such party makes as contemplated by this section
or for any losses, damages or other adverse economic or other effects that may arise from such an election.


 


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


 


(f)          
The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution Account)
(the “Interest Reserve Account”) for the benefit of the Trustee and
for the benefit of the Certificateholders and the RR Interest Owner. The Interest Reserve Account must be an Eligible Account
maintained with an Eligible Institution. Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution
Date occurring in any February and on any Distribution Date occurring in any January which occurs in a year that is not a leap
year (unless, in either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall deposit
into the Interest Reserve Account an amount equal to one day’s net interest collected on the principal balance of each Trust
Note as of the Payment Date occurring in the month preceding the month in which such Distribution Date occurs at the applicable
Trust Note Rate (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate
(including the portion that is the Trustee Fee Rate) and the CREFC® Intellectual Property Royalty License Fee Rate
and exclusive of Default Interest allocable to the Trust Loan payable therefrom) to the extent a full Monthly Payment or Monthly
Payment Advance is made in respect thereof (all amounts so deposited in any consecutive January and February, “Withheld
Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution Date is the final
Distribution Date), the Certificate Administrator shall withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding January and February, if any, and transfer such amounts into the Distribution Account.


 



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Section
3.5       Distribution Account. (a) The Certificate Administrator
shall establish and maintain in the name of “Computershare Trust Company, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO and the RR Interest Owner,
Distribution Account”, a deposit account (the “Distribution Account”),
which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts
of the Distribution Account for the benefit of the Certificateholders, the RR Interest Owner and the Trustee, as holder of the
Uncertificated Lower-Tier Interests. The Distribution Account must be an Eligible Account maintained with an Eligible Institution.
On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate Administrator for deposit
into the Distribution Account all Available Funds remaining on deposit therein, after giving effect to the withdrawals made pursuant
to Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection
Account to the Distribution Account.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


Section
3.6       Foreclosed Property Account. The Special Servicer
shall establish and maintain one or more deposit accounts (the “Foreclosed Property
Account”) in the name of either (a) “KeyBank National Association, as Special Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO, the RR Interest Owner and the Companion
Loan Holders, Foreclosed Property Account” related to the Foreclosed Property, if any, held in the name of the Special Servicer
on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owner and the Companion Loan Holders or (b) the
limited liability company wholly owned by the Trust and which is managed by the Special Servicer, formed to hold title to the
Foreclosed Property pursuant to Section 3.14. Each Foreclosed Property Account must be an Eligible Account maintained
with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within two (2) Business
Days of receipt of all properly identified funds collected and received in connection with the operation or ownership of such
Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds in any
Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such expenses and/or reserves as determined
in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance with Section 3.4(a).
The Special Servicer shall notify the Certificate Administrator in writing of the location and account number of each Foreclosed
Property Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


Section
3.7      Appraisal Reductions. (a) Within 30 days
after the occurrence of an Appraisal Reduction Event with respect to the Mortgage Loan, the Special Servicer shall (i) notify
the Servicer, the Trustee and the Certificate Administrator and, so long as no Consultation Termination Event has occurred, the
Directing Certificateholder, of such occurrence of an Appraisal Reduction Event, (ii) order (which order shall be placed
within 30 days of the occurrence of the Appraisal Reduction Event) and use efforts consistent with Accepted Servicing Practices
to obtain an Appraisal of the Property (provided that the Special Servicer will not be required to obtain an Appraisal
of the Property with respect to which there exists an Appraisal which was performed less than nine (9) months prior to the
Appraisal Reduction Event and the Special Servicer has no knowledge of any material change in the market or condition or value
of such Property since the date of such Appraisal, in which case such Appraisal with respect to such Property shall be used by
the Special Servicer), (iii) determine whether there exists any Appraisal Reduction Amount on the basis of the applicable
Appraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer necessary to calculate the
Appraisal Reduction Amount, and (iv) allocate the Appraisal Reduction Amount to the Trust Loan and the Companion Loan and
give reasonably prompt notice of such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount and the portion of the
Appraisal Reduction Amount allocated to the Companion Loan to the Companion Loan Holder (or, in the case of a Companion Loan that
is part of an Other


 






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Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization
Trust), the Trustee and the Certificate Administrator (to the extent not already reported to such parties on the CREFC®
Reports provided by the Servicer and posted on the Certificate Administrator’s website). The cost of obtaining such
Appraisals shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute
a Nonrecoverable Advance and in such case, as a Trust Fund Expense. Updates of such Appraisals shall be obtained by the Special
Servicer, and paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust
if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long
as an Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If required in accordance
with any such adjustment, each Class of Certificates that has been notionally reduced for purposes of determining Voting Rights
as a result of the application of the Trust Appraisal Reduction Amount shall have its related Certificate Balance notionally restored
by the Certificate Administrator or the Trustee to the extent required by such adjustment of the Trust Appraisal Reduction Amount,
and there shall be a redetermination of whether a Control Event has occurred by the Certificate Administrator. Any such Appraisal
obtained under this Section shall be delivered by the Special Servicer to the Trustee, the Certificate Administrator and the Risk
Retention Consultation Party, in electronic format and, so long as no Consultation Termination Event has occurred, the Directing
Certificateholder in electronic format and the Certificate Administrator shall make such Appraisal available to Privileged Persons
pursuant to Section 8.14(b). The Servicer shall provide (via electronic delivery) the Special Servicer with information
in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition
thereof, using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s
written request (which request shall be made promptly, but in no event later than ten (10) Business Days, after the Special
Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation) provided, however,
that the Special Servicer’s failure to timely make such a request shall not relieve the Servicer of its obligation to provide
such information to the Special Servicer in the manner and timing set forth in this sentence. Accordingly, the Special Servicer
shall not be obligated to calculate, recalculate, determine or redetermine any Appraisal Reduction Amount until such time as it
receives from the Servicer the information reasonably required by the Special Servicer to make such calculation, recalculation,
determination or redetermination. The Servicer shall not calculate Appraisal Reduction Amounts.


 


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


 


(c)          
The Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced solely for purposes of determining
(x) the Voting Rights of the related Classes to the extent set forth in this Agreement and (y) whether a Control Event
has occurred on any Distribution Date to the extent of any Trust Appraisal Reduction Amount allocated to such Class


 






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on such Distribution
Date. The Non-RRI Percentage of any Trust Appraisal Reduction Amount for any Distribution Date shall be applied to notionally
reduce the Certificate Balances of the Sequential Pay Certificates (other than the Class A Certificates) in the following
order of priority: first, to the Class F Certificates; second, to the Class E Certificates, third, to
the Class D Certificates; fourth, to the Class C Certificates, and fifth, to the Class B Certificates
(provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero).
Trust Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates.
The RR Interest Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the RR Interest Balance
of the RR Interest until such RR Interest Balance has been notionally reduced to zero.


 


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


 


(e)          
If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of the Appraisals have
been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the nine-month period
prior to the date of such Appraisal Reduction Event or (B)  the Special Servicer has knowledge of a material change in the
circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent
Appraisal that would materially adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no
new Appraisal has been obtained or conducted for the Property or Foreclosed Property, as the case may be, within 60 days
after the Appraisal Reduction Event, then (x) until each new Appraisal is conducted, the Appraisal Reduction Amount for the
Property or Foreclosed Property, as the case may be, shall be deemed to be equal to 25% of the outstanding principal balance of
the Mortgage Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the Appraisal Reduction
Amount for the Property or Foreclosed Property, as the case may be, shall be recalculated in accordance with the definition of
Appraisal Reduction Amount. Such deemed Appraisal Reduction Amount shall be allocated to the Notes in the same manner in which
the actual Appraisal Reduction Amount is allocated to the Notes. Notwithstanding the foregoing, such deemed Trust Appraisal Reduction
Amounts shall not be allocated to any Class of Certificates for purposes of (i) determining whether a Control Event has occurred
and is continuing or (ii) allocating Voting Rights; provided, however, this sentence shall not affect in any
manner the effect of Trust Appraisal Reduction Amounts based upon anything other than clause (x) of the preceding
sentence, including when the related Appraisals are received.


 


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


 



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


 


In
addition, if subsequent to the Class F Certificates becoming an Appraised-Out Class there is a material change with respect
to the Property related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting
Holders shall have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall
set forth the Requesting Holder’s belief of what constitutes a material change to the Property (including any related documentation).
The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s
confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to such Property
and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of
which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent
Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are
requesting the Special Servicer to obtain an additional Appraisal). Appraisals that are permitted to be requested by any Appraised-Out
Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with
Accepted Servicing Practices upon the occurrence of such material change or that the Special Servicer is otherwise required or
permitted to order under this Agreement without regard to any Appraisal requests made by any Requesting Holder.


 


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


 


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


 


Section
3.8      Investment of Funds in the Collection Account and Any
Foreclosed Property Account. (a) The Servicer, with respect to the Collection Account and the Reserve Accounts, and the
Special Servicer, with respect to the Foreclosed Property Accounts, may direct any depository institution maintaining the Collection
Account, any Foreclosed Property Account


 






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


 


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


 


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


 


(b)         
All net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to the
extent not payable to the Loan Parties under applicable law or the Mortgage Loan Documents) shall be for the benefit of the Servicer
in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited
in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection
Account, the Reserve Accounts (except, in the case of any such loss with respect to a Reserve Account, to the extent any such
losses are incurred on amounts invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the
Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly,
but in any event on or prior to the Remittance Date following the realization of such loss. Notwithstanding the above, neither
the Servicer nor the Special Servicer shall deposit any loss on an investment of funds in an Investment Account if such loss (i) was
incurred solely as a result of the bankruptcy or insolvency


 






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of the federal or state chartered depository institution or trust
company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications
set forth in the definition of “Eligible Institution” included in Section 1.1 at the time such investment
was made, (ii) such loss was incurred within thirty (30) days of the date of such insolvency, (iii) such loss is
not the result of fraud, negligence or the willful misconduct of the Servicer or the Special Servicer, as applicable and (iv) and
such institution was not an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 






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


 


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


 


(g)          
[Reserved.]


 


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


 


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


 






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Report shall set
forth the following information (other than Privileged Information) to the extent reasonably determinable:


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)         a description of any proposed actions;


 


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


 


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


 


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


 


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


 


(j)            The Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)) the


 






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Final Asset Status Report, (y) deliver to the Certificate
Administrator a proposed notice to Certificateholders that will include a summary of the Final Asset Status Report in an electronic
format, which format is reasonably acceptable to the Certificate Administrator (which will be a brief summary of the current status
of the Property and current strategy with respect to the resolution and workout of the Mortgage Loan), and the Certificate Administrator
shall post such summary (but not the Final Asset Status Report itself) on the Certificate Administrator’s Website pursuant
to Section 8.14(b) and (z) implement the Final Asset Status Report in the form delivered to the 17g-5 Information
Provider. Subject to the consent and consultation rights of the Directing Certificateholder described in Section 3.10(k),
the Special Servicer shall not be required to deliver a summary of any interim or draft Asset Status Report. The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered. Upon such modification, the Special Servicer
shall prepare an updated summary and deliver the updated summary to the Certificate Administrator and deliver the modified Asset
Status Report to the 17g-5 Information Provider. The 17g-5 Information Provider shall post such modified Asset Status Report on
the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and the Certificate Administrator shall
post such summary on the Certificate Administrator’s Website.


 


The
Special Servicer shall consult with the Risk Retention Consultation Party in person or remotely via telephonic, electronic or
other mutually agreed communication (on a non-binding basis) and the Risk Retention Consultation Party shall propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. The Special Servicer may choose to revise
the Asset Status Report as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account
any input and/or recommendations of the Risk Retention Consultation Party, but is under no obligation to follow any particular
recommendation of the Risk Retention Consultation Party.


 


(k)          
Subject to the last paragraph of Section 9.3(a), prior to the occurrence and continuance of a Control Event, if within
ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report.
In addition, so long as no Control Event has occurred or is continuing, if the Directing Certificateholder disapproves such Asset
Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the determination described
below, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable,
but in no event later than thirty (30) days after such disapproval, to the Directing Certificateholder, the Servicer, the
Trustee, the Certificate Administrator, the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post
such revised Asset Status Report on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)).
Prior to the occurrence and continuance of a Control Event, the Special Servicer shall continue to revise such Asset Status Report
as described above in this Section 3.10(i) until the Directing Certificateholder shall fail to disapprove such
revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report, until
the Directing Certificateholder’s approval is no longer required or until the Special Servicer makes the determination described
below. Notwithstanding the foregoing, the Special Servicer (A) may, following the occurrence of an extraordinary event with
respect to the Property or the Mortgage Loan or, if a failure to take any such action at such time would be inconsistent with
Accepted Servicing Practices, take any action set forth in such Asset Status Report before the expiration of a ten (10) Business
Day period and (B) shall


 






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implement the action recommended in the Asset Status Report, in each case if it makes a determination
in accordance with Accepted Servicing Practices that such affirmative disapproval is not in the best interests of all the Certificateholders
and the RR Interest Owner (as a collective whole as if such Certificateholders and the RR Interest Owner constituted one lender);
provided, however, that, if the Directing Certificateholder does not approve or is not deemed to have approved an
Asset Status Report within ninety (90) days from the first submission of an Asset Status Report, then the Special Servicer
and the Directing Certificateholder shall use reasonable efforts to negotiate a mutually agreeable Asset Status Report during
the next thirty (30) days, and if they are unable to reach an agreement within such 30-day period, the Special Servicer shall
take the action recommended in its most recently submitted Asset Status Report; provided, further, that such Asset
Status Report is not intended to replace or satisfy any other specific consent or approval right which the Directing Certificateholder
may have pursuant to Section 9.3.


 


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


 


(m)          After the occurrence and during the continuance of a Control Event, the Directing Certificateholder shall have no right to consent
to any Asset Status Report under this Section 3.10. After the occurrence and during the continuance of a Control Event
but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall consult with the Special
Servicer (telephonically or electronically) on a non-binding basis and may propose alternative courses of action and provide other
feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event, 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. The Special Servicer may choose to revise the Asset Status Report
as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations
of the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow any particular
recommendation of the Directing Certificateholder. The consent or consultation process with the Directing Certificateholder and
any revisions to the Asset Status Report made by the Special Servicer in response to such consultation described in this section
are collectively referred to as the “Directing Certificateholder Asset Status Report
Approval Process”.


 


Notwithstanding
anything herein to the contrary: (i) the Servicer or Special Servicer shall have no right or obligation to consult with or
to seek and/or obtain consent, approval or direction from any Directing Certificateholder prior to or after acting or making any
determination (and provisions of this Agreement requiring such consultation, consent or approval


 






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shall be of no effect) during
the period following any resignation or removal of a Directing Certificateholder and before a replacement is selected and/or identified;
and (ii) no advice, direction or objection from or by the Directing Certificateholder or the Risk Retention Consultation
Party, as contemplated by Section 9.3, or pursuant to any other provision of this Agreement, as contemplated by this
Agreement or the Co-Lender Agreement, may (and the applicable Special Servicer may ignore and act without regard to any such advice,
direction or objection that such Special Servicer has determined, in its reasonable, good faith judgment, would): (A) require
or cause such Servicer or Special Servicer to violate applicable law, the terms of the Mortgage Loan Documents, the Co-Lender
Agreement, the Intercreditor Agreement or this Agreement, including the Special Servicer’s obligation to act in accordance
with Accepted Servicing Practices, (B) result in an Adverse REMIC Event, (C) expose the Trust, the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or any of their respective Affiliates, members, managers, officers,
directors, employees or agents, to any claim, suit or liability or (D) materially expand the scope of the Servicer’s
or Special Servicer’s responsibilities under this Agreement.


 


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


 


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


 


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


 


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


 


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


 


Section
3.11     Maintenance of Insurance and Errors and Omissions and Fidelity Coverage.
(a) The Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent
with Accepted Servicing Practices to cause to be maintained by the Borrower (or if the Borrower fails to maintain such insurance
in accordance with the Mortgage Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available
at commercially reasonable rates, and to the extent the Trustee, as


 






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


 


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


 


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


 






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any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 


(d)          
Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy with an insurance
company with a claims-paying ability ratings at least equal to (a) “A-” by S&P, (b) “A3”
by Moody’s, (c) “A-” by Fitch (d) “A-:VIII” by A.M. Best or (e) “A(low)” by
DBRS Morningstar (or such other rating as to which a Rating Agency Confirmation has been obtained) covering the directors, officers
and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement.
Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly
from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special
Servicer under a policy or bond obtained by an Affiliate thereof and providing the requisite coverage required by this Section 3.11(d)
shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the
coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer.
If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the
coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing
and administering the Mezzanine Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond
or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond
or policy. The Servicer shall use reasonable effort to cause each and every sub-servicer, if any, to maintain a blanket fidelity
bond and an errors and omissions insurance policy meeting the requirements as described above. In lieu of the foregoing, but subject
to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure with respect to such risks
so long as the Servicer or the Special Servicer, as applicable, is rated at least “A3” by Moody’s.


 


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


 


Section
3.12     Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property.
(a) Following, and during the continuance of, a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee
(with notification to and consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event
and upon consultation with the Directing Certificateholder after the occurrence and during the continuance of a Control Event
but so long as no Consultation Termination Event has occurred), for the benefit of the Certificateholders, the RR Interest Owner
and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents, and the Co-Lender Agreement, shall promptly
pursue the remedies set forth therein or such resolution as is otherwise available to the Special Servicer, each


 






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


 


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


 


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


 


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


 


(e)          
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion
Loan Holders and thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to
such Property


 






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


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(e) that it
would be in the best economic interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the
Companion Loan Holders as a collective whole (taking into account the subordination of the B Note to the A Notes) to institute
a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of (i) the
Directing Certificateholder to consent to, and (ii) the Directing Certificateholder to consult in respect of such action,
as applicable, pursuant to the terms hereof and subject to the rights of the Mezzanine Lender, if applicable, the Special Servicer
shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership
of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer
as a Property Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable
Advance) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier
REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC
Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are
outstanding.


 


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


 


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


 






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as a
Property Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute
a Nonrecoverable Advance.


 


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


 


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


 


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


 


(h)          
Notwithstanding any acquisition of title to the Property following a Mortgage Loan Event of Default under the Mortgage Loan and
cancellation of the Mortgage Loan, the Trust Loan and each Companion Loan shall be deemed to remain outstanding and, in the case
of the Trust Loan, held in the Trust (for the benefit of the Certificateholders and the RR Interest Owner), and in the case of
the Companion Loan, held by the Companion Loan Holders, for purposes of the application of collections and shall be reduced only
by collections net of expenses. For purposes of all calculations hereunder, so long as the Trust Loan and each Companion Loan
shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid
principal balance of the Trust Loan and each Companion Loan immediately after any discharge is equal to the unpaid principal balance
of the Trust Loan and such Companion Loan immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied
as provided in Section 1.3(b) and the Co-Lender Agreement.


 


Section
3.13     Certificate Administrator and Trustee to Cooperate; Release of Items in Mortgage
File. From time to time and as appropriate for the servicing of the Mortgage Loan or foreclosure of or realization on the
Property, the Certificate Administrator shall, upon request of the Servicer or the Special Servicer and delivery to the Certificate
Administrator of a request for release in the form of Exhibit B hereto, release or cause to be released any items
from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven (7) calendar
days and (ii) five (5) Business Days of its receipt of the related request for release and the Trustee shall execute
such documents furnished to it as shall be necessary to the prosecution of any such proceedings. Such request for release shall
obligate the Servicer or the Special Servicer to (and the Servicer or Special Servicer, as applicable, shall) return such items
to the Certificate Administrator when the need therefor by the Servicer or the Special Servicer no


 






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longer exists. The foregoing
duties of the Certificate Administrator shall be performed by the Custodian.


 


Section
3.14      Title and Management of Foreclosed Property. (a) In the event that
title to the Property is acquired for the benefit of the Certificateholders, the RR Interest Owner and the Companion Loan Holders
in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall
be taken in the name of the Trustee, as trustee for the Certificateholders and the RR Interest Owner, or its nominee (which shall
not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant
to Section 8.10. Title may be taken in the name of a limited liability company wholly owned by the Trust and which
is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would
not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel of
its choosing to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property,
the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The
Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by
the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time
period, and subject to the conditions, set forth in Sections 3.15 and 12.2. Subject to Sections 12.2
and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor
Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders, the RR Interest Owner and
the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject
to Section 3.4(c)(vii), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed
Property Account or the Collection Account pursuant to Section 3.4(c)(vii).


 


(b)          The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any Foreclosed
Property a Foreclosed Property Account pursuant to Section 3.6.


 


(c)          
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with Foreclosed Property for the benefit of the Trust
Fund and the Companion Loan Holders as a collective whole (taking into account the subordination of the B Note to the A Notes)
on such terms as are appropriate and necessary for the efficient liquidation of such Foreclosed Property, so long as the Special
Servicer deems such actions to be consistent with Accepted Servicing Practices.


 


The
Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly
identified revenues received with respect to Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom
funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related
to the preservation and protection of such Foreclosed Property, including, but not limited to:


 






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(i)           
all insurance premiums due and payable in respect of such Foreclosed Property;


 


(ii)           all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted
in the imposition of a lien thereon; and


 


(iii)          all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To
the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through
(iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer
shall, make a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that
such Advance would constitute a Nonrecoverable Advance.


 


(d)          
The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Manager for the operation and management of Foreclosed Property; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


 


(i)           
the terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)           any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special
Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management
of the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer,
as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed
Property Account;


 


(iii)          none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor
Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders, the RR Interest Owner and the Companion Loan Holders with respect to the
operation and management of the Foreclosed Property; and


 


(iv)          the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only if the
construction was more than 10% complete at the time default on the Mortgage Loan became imminent.


 


The
Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an agreement
with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification
of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such
indemnification. All REO Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject
to reimbursement pursuant to


 






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Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor
Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses
incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)          
On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date
through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer
needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed
to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event
that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working
capital, repairs, replacements and necessary capital improvements and other related expenses.


 


Section
3.15     Sale of Foreclosed Property. (a) The Special Servicer, on behalf of
the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance
with Accepted Servicing Practices and the REMIC Provisions, but in no event later than the time period set forth in Section 12.2
in a manner provided under this Section 3.15.


 


(b)          
If the Special Servicer or an Affiliate acquires any Foreclosed Property in its own name or in the name of and on behalf of the
Trust for the benefit of the Certificateholders, the RR Interest Owner and the Companion Loan Holders, the Special Servicer shall
be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things
in connection with the management and operation of such Foreclosed Property in accordance with Accepted Servicing Practices, all
on such terms and for such period as the Special Servicer deems to be in the best interest of the Certificateholders, the RR Interest
Owner and the Companion Loan Holders (as a collective whole, as if the Certificateholders, the RR Interest Owner and the Companion
Loan Holders constituted a single lender (taking into account the subordination of the B Note to the A Notes)) and consistent
with the REMIC Provisions.


 


(c)          
Subject to the consent and consultation rights of the Directing Certificateholder, as applicable, the Special Servicer may accept
the highest cash offer for any Foreclosed Property received from any Person. In no event may such offer be less than an amount
at least equal to the Mortgage Loan Purchase Price (or, with respect to less than all of the Foreclosed Property, the related
Mortgage Loan Purchase Price for such portion of the Foreclosed Property). In the absence of any such offer, the Special Servicer
shall accept the highest cash offer that it determines is a fair price for the Foreclosed Property. In determining whether any
offer from a Person other than an Interested Person constitutes a fair price for the Foreclosed Property, the Special Servicer
is required to take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it
may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period and amount of the
occupancy level and physical condition of the Property and the state of the local economy. If the highest offeror is an Interested
Person, the Trustee shall determine the fairness of the highest offer based upon such Appraisal or, if no Appraisal has been obtained
within the last nine (9) months, based on an


 






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Appraisal obtained by the Trustee. In addition, the Trustee may (at its option at
the expense of the Interested Person or as a Trust Fund Expense) designate an Independent Appraiser that is an expert in real
estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans secured
by properties similar to the Foreclosed Property, and such Independent Appraiser shall be selected with reasonable care by the
Trustee for the purpose of determining whether such cash offer constitutes a fair price for the Foreclosed Property. If the Trustee
designates such an Independent Appraiser to make such determination, the Trustee shall be entitled to rely conclusively upon such
Independent Appraiser’s determination. Any such determination of a fair price of the Foreclosed Property by the Trustee
shall be binding on all parties. The reasonable costs of all such Appraisals, property condition assessments, inspection reports
and broker opinions of value incurred by the Trustee or any such third party pursuant to Section 3.15(c) shall be covered
by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person,
such expense shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. Notwithstanding the foregoing, subject to the
consent rights of the Directing Certificateholder prior to the occurrence and continuance of a Control Event, the Special Servicer
shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with the Accepted Servicing
Practices, that rejection of such offer would be in the best interests of the Certificateholders, the RR Interest Owner and the
Companion Loan Holders (as a collective whole as if the Certificateholders, the RR Interest Owner and the Companion Loan Holders
constituted a single lender (taking into account the subordination of the B Note to the A Notes)), and the Special Servicer may
accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in accordance with the Accepted
Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders, the RR Interest Owner
and the Companion Loan Holders (as a collective whole as if such Certificateholders, RR Interest Owner and Companion Loan Holders
constituted a single lender). For avoidance of doubt, subject to the restrictions placed upon it as an Interested Person, the
Directing Certificateholder may submit bids on the Foreclosed Property in the same manner and at the same time and place as any
other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any
Foreclosed Property.


 


(d)          
Subject to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund and the Companion
Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of Foreclosed Property,
including the collection of all amounts payable in connection therewith. Any sale of Foreclosed Property shall be without recourse
to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trust or the Certificateholders,
the RR Interest Owner and the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents
may contain customary warranties, so long as the only recourse for breach thereof is to the Trust) and if consummated in accordance
with the terms of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator or the Special Servicer shall
have any liability to any Certificateholder or the RR Interest Owner with respect to the purchase price thereof accepted by the
Special Servicer or the Trustee.


 






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(e)           
The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection
therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)           
Within 30 days of the sale of Foreclosed Property, if not previously included in a CREFC® Report provided
by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders
and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of
disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the outstanding balance of the Mortgage Loan immediately prior to the acquisition of the Foreclosed Property,
calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion
Loan Holders or Certificate Administrator may reasonably request.


 


(g)         
  If the Mortgage Loan is a Specially Serviced Mortgage Loan or the Property is a Foreclosed Property, the Servicer
shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by
Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Trust Loan and each
Companion Loan required by Section 6050P of the Code.


 


(h)        
   The Special Servicer shall deliver to the Servicer such reports and other information as the Servicer needs in
its sole discretion (subject to Accepted Servicing Practices) to perform its obligations under this Agreement.


 


Section
3.16      Sale of the Mortgage Loan.


 


(a)           
(i) Within sixty (60) days after the occurrence of a Special Servicing Loan Event and notice of the occurrence is received
by the Special Servicer, the Special Servicer shall order (but shall not be required to have received) an Appraisal, the cost
of which shall be a Trust Fund Expense. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate
Administrator, the Companion Loan Holders and the Directing Certificateholder (prior to the occurrence and continuance of a Consultation
Termination Event) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Servicer of the notice described
in the preceding sentence, and subject to the rights of the Directing Certificateholder, and to any right of the Mezzanine Lender
to purchase the Mortgage Loan pursuant to the Intercreditor Agreement, the Special Servicer may offer to sell to any Person the
Mortgage Loan or may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted
Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and the Companion Loan Holders as a collective whole (taking into account
the subordination of the B Note to the A Notes) on a net present value basis. The Special Servicer shall provide the Trustee,
the Companion Loan Holders, the Certificate Administrator and the Directing Certificateholder (prior to the occurrence of a Consultation
Termination Event) not less than five (5) Business Days’ prior written notice of its intention to sell the Mortgage
Loan, in which case the Special Servicer shall accept the highest offer received from any Person, other than any Interested Person,
for the Mortgage Loan so long as such offer is at least equal to the Mortgage Loan Purchase Price. At the


 






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Special Servicer’s
option, if it has received no offer at least equal to the Mortgage Loan Purchase Price for the Mortgage Loan, an Interested Person
(other than the Manager or any Borrower Affiliate) may purchase the Mortgage Loan at the Mortgage Loan Purchase Price. Any Companion
Loan is to be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set
forth in the Co-Lender Agreement (including, without limitation, Section 5 of the Co-Lender Agreement).


 


(ii)           
In the absence of any offer and purchase at least equal to the Mortgage Loan Purchase Price, the Special Servicer shall accept
the highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan.
In determining whether any offer from a person other than an Interested Person constitutes a fair price for any defaulted Mortgage
Loan, the Special Servicer shall take into account (in addition to the results of any appraisal, updated appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period
and amount of the occupancy level and physical condition of the Property and the state of the local economy. However, if the highest
offeror is a Person who is the Depositor, the Servicer, the Special Servicer (or any independent contractor engaged by the Special
Servicer), the Certificate Administrator, the Directing Certificateholder (or any of its Affiliates), the RR Interest Owner, any
Borrower Affiliate, an Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by such
special servicer) or the trustee for an Other Securitization Trust, a Companion Loan Holder or any known Affiliate of any of them
(any such Person, an “Interested Person”), then the Trustee (based
upon, among other things, the Appraisals ordered pursuant to the preceding paragraph, the cost of which shall be paid by the Servicer
as a Property Protection Advance, and copied or otherwise delivered to the Trustee and any other information reasonably requested
by the Trustee) shall determine if the highest offer is a fair price, and such determination shall be binding upon all parties;
provided that no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer
received and (B) if such offer is less than the applicable Mortgage Loan Purchase Price, at least two other offers are received
from independent third parties. Any such determination shall be binding upon all parties. All reasonable costs and fees of the
Trustee and any third party hired by the Trustee in accordance with this Agreement in making such determination shall be reimbursable
to it first, by the Servicer as an Advance, or if the Servicer determines that such amounts are Nonrecoverable Advances, then
as a Trust Fund Expense. The Directing Certificateholder may submit bids on the defaulted Trust Loan in the same manner and at
the same time and place as any other bidder. If the Trustee designates any such third party to make such determination, the Trustee
shall be entitled to rely conclusively upon such third party’s determination. Neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase the Mortgage Loan.


 


(iii)          
Notwithstanding anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase the
Mortgage Loan and the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price,
the Trustee may (at its option and at the expense of the Interested Person or as a Trust Fund Expense, as described below) designate
an Independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable


 






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care by the Trustee
to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to
make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable
fees of, and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee or
any such third party pursuant to this paragraph shall be covered by, and shall be reimbursable by, the Interested Person, and
if such fees or costs are not reimbursed by such Interested Person, such expense shall be reimbursable as a Trust Fund Expense;
provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee.


 


(iv)          
Notwithstanding the foregoing, the Special Servicer shall not be obligated to accept the highest offer if the Special Servicer
determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of
the Certificateholders, the RR Interest Owner and the Companion Loan Holders as a collective whole as if such Certificateholders,
the RR Interest Owner and the Companion Loan Holders constituted one lender (taking into account the subordination of the B Note
to the A Notes). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing
Practices, that the acceptance of such offer would be in the best interests of the Certificateholders, the RR Interest Owner and
the Companion Loan Holders as a collective whole as if such Certificateholders, the RR Interest Owner and the Companion Loan Holders
constituted one lender (taking into account the subordination of the B Note to the A Notes) (for example if the prospective buyer
making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the lower
offer are more favorable in other respects), provided that the offeror is not the Special Servicer or a Person that is
an Affiliate of the Special Servicer. The Special Servicer shall use efforts consistent with Accepted Servicing Practices to sell
the Mortgage Loan prior to the Rated Final Distribution Date.


 


(v)           
Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such
other resolution strategies with respect to the Mortgage Loan, including, without limitation, workout and foreclosure, as the
Special Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.


 


(b)      
     Prior to the occurrence and continuance of a Control Event, any sale of the Mortgage Loan by the
Special Servicer shall be subject to the Directing Certificateholder’s consent rights (subject to limitations on such
consent pursuant to Section 9.3 herein) and after the occurrence and continuance of a Control Event but prior to
the occurrence of a Consultation Termination Event, any sale of the Mortgage Loan will be subject to the consultation rights
of the Directing Certificateholder as described in Section 9.3 herein.


 


(c)        
   The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special
Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if
exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and
such exercise shall be of no further force or effect) if the Mortgage Loan is no longer delinquent as a result of any of the
following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement,
(ii) the


 






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Mortgage Loan has become subject to a fully
executed agreement reflecting the terms of the workout arrangement, (iii) the Mortgage Loan has otherwise been resolved (including
by a full or discounted pay-off) or (iv) the Mezzanine Lender has exercised its purchase option set forth in the Intercreditor
Agreement.


 


(d)          
Any sale of the Mortgage Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the Co-Lender
Agreement.


 


(e)           
Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without
the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan Holder
if such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer has delivered to the
Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage
Loan; (b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least
10 days prior to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in
the Loan File reasonably requested by such Companion Loan Holder that are material to the price of the Mortgage Loan; and (d) until
the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Servicer or the Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder
may waive any of the delivery or timing requirements set forth in this sentence. The Companion Loan Holders that are not Borrower
Affiliates will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of,
the Mortgage Loan.


 


Section
3.17     Servicing Compensation. (a) The Servicer shall be entitled to receive
the Servicing Fee with respect to the Trust Loan, the Companion Loan and any Foreclosed Property payable monthly from the Collection
Account from payments of interest on the Trust Loan or the Companion Loan or otherwise in accordance with and subject to Section 3.4(c)(iii);
provided that if such collections on the Trust Loan and Companion Loan are not sufficient to pay all accrued and unpaid
Servicing Fees on the Mortgage Loan upon the final liquidation of the Mortgage Loan, any accrued but unpaid Servicing Fees will
be payable out of other amounts on deposit with respect to the Mortgage Loan in accordance with Section 3.4(c)(xi).
The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees
to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties
hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to
Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy
required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which
may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this
Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer
performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from
the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary
Expenses”).


 






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(b)          
In addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such
items are actually collected on the Mortgage Loan: (i) (x) so long as the Mortgage Loan is not a Specially Serviced
Mortgage Loan, 50% of the Modification Fees actually collected during the related Collection Period and paid in connection with
a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement and (y) so long as the Mortgage Loan is not
a Specially Serviced Mortgage Loan, 100% of the Modification Fees actually collected during the related Collection Period and
paid in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of
the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (ii) so long as the
Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period
in connection with a consent, approval or other action that the Servicer is permitted to take or grant in the absence of the consent
or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of Assumption Fees collected
during the related Collection Period in connection with a consent, approval or other action that the Servicer is not permitted
to take or grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this
Agreement; (iii) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of Assumption Application Fees
collected during the related Collection Period; (iv) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan,
100% of consent fees and any loan service transaction fees in connection with a consent that involves no modification, waiver
or amendment of the terms of the Mortgage Loan and is paid in connection with a consent the Servicer is permitted to grant in
the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of
consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan
and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and all amounts collected for checks returned
for insufficient funds relating to the accounts held by the Servicer; (vi) all or a portion of charges for beneficiary statements
or demands actually paid by the Borrower; (vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of other
loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Collection
Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings, if any, with respect
to any such account for each Collection Period and, further, in the case of a servicing account or Reserve Account, only to the
extent such interest or other income is not required to be paid to the Borrower under applicable law or under the Mortgage Loan
Documents); (ix) 100% of late payment charges, demand charges and net Default Interest that accrue when the Mortgage Loan
is not a Specially Serviced Mortgage Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and
(x) 100% of defeasance fees.


 


(c)           
If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing
Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues. The Special Servicer shall also
be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described
below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than:
(i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead
expenses of the Special Servicer


 






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including but not limited to those which may properly be allocable under the Special Servicer’s
accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder
including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection
with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith
or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”).
If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement
with the Loan Parties negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on
all payments of principal and interest made on the Mortgage Loan following such written agreement for so long as another Special
Servicing Loan Event does not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written
agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive
any and all Work-out Fees on all payments of principal and interest made on the Mortgage Loan following such written agreement
(negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event
does not occur. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to Liquidated Property
or the liquidation of the Specially Serviced Mortgage Loan whether through judicial foreclosure, sale or otherwise, or in connection
with the sale, full, partial or discounted payoff or other liquidation of the Specially Serviced Mortgage Loan or the Property
as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection
with (i) any repurchase of the Trust Loan by the Trust Loan Seller pursuant to the Trust Loan Purchase Agreement (so long
as such repurchase occurs within the 90 day time period required by the Trust Loan Purchase Agreement for the Trust Loan
Seller to cure or repurchase the Trust Loan, respectively (including any applicable extension period)), or (ii) a sale of
the Trust Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof. The
Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing
fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding
anything herein to the contrary, with respect to the Mortgage Loan and any amount collected in a Collection Period, the Special
Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both.


 


(d)          
The Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent
that such items are actually collected on the Mortgage Loan: (i) if the Mortgage Loan is a Specially Serviced Mortgage Loan
or with respect to a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if
the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of Modification Fees collected during the related Collection
Period in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence
of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Mortgage
Loan is a Specially Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period and if the
Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of Assumption Fees collected during the related Collection Period
in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Mortgage Loan
is a Specially Serviced Mortgage Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if
the


 






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Mortgage Loan is a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification,
waiver or amendment of the terms of the Mortgage Loan and if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50%
of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan
and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement; (vi) if the Mortgage Loan is a Specially Serviced
Mortgage Loan, all or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid
by the Borrower; (vii) any and all amounts collected for checks returned for insufficient funds relating to the accounts
held by the Special Servicer; (viii) if the Mortgage Loan is a Specially Serviced Mortgage Loan, 100% of other loan processing
fees actually paid by the Borrower; (ix) interest or other income earned on deposits in the Foreclosed Property Account (but
only to the extent of the net investment earnings, if any, for each Collection Period); and (x) 100% of late payment charges
and Default Interest (to the extent not applied to pay other amounts pursuant to Section 3.4(c)) that accrue when
the Mortgage Loan is a Specially Serviced Mortgage Loan.


 


(e)           
With respect to any of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion
thereof, the Servicer and the Special Servicer each have the right in their sole discretion, but not any obligation, to reduce
or elect not to charge its respective portion of such fee; provided that (A) neither the Servicer nor the Special Servicer shall
have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee,
the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part
of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer will nevertheless
be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had
charged a fee and the Servicer will not be entitled to any of such fee charged by the Special Servicer.


 


(f)           
Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be
entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder
unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust
Fund by the Loan Parties (to the extent the Loan Parties are required to do so under the Mortgage Loan Agreement); (ii) failure
of the Loan Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would
qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or
is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary
Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly
described herein as a Trust Fund Expense.


 


(g)          
Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to
receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion
of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer,
sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or


 






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successor Special Servicer,
as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


(h)          
As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the
Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise
provided herein, the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator
Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee)
may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate
Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(i)            
KeyBank and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer,
sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to a QIB or Institutional Accredited
Investor (other than a Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that
transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the
prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit N-1
hereto, and (iii) the prospective transferee shall have delivered to KeyBank and the Depositor a certificate substantially
in the form attached as Exhibit N-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated
to register or qualify an Excess Servicing Fee Right under the Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration
or qualification. KeyBank and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other
assignment of such Excess Servicing Fee Right shall, and KeyBank hereby agrees, and each such holder of an Excess Servicing Fee
Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of
such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the RR Interest Owner, the Trust,
the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against
any liability that may result if such transfer is not exempt from registration and/or qualification under the Act or other applicable
federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing
provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed
not to use or disclose such information in any manner that could result in a violation of any provision of the Act or other applicable
securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act.
Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank as the Servicer,
the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess
Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing
Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Servicer.
The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding
sentences of this paragraph. None of the Depositor, the Special Servicer,


 






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the Trustee or the Certificate Administrator shall have
any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing
Fee Right.


 


(j)            
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees
and any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer
to be deposited by the Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable
Special Servicer Fees by the Special Servicer or its Affiliates.


 


(k)        
   On any Distribution Date immediately following receipt of any Disclosable Special Servicer Fees, the Special
Servicer shall deliver or cause to be delivered to the Servicer within two (2) Business Days following the Determination Date
related to such Distribution Date, and the Servicer, to the extent it has received such report, shall deliver to the
Certificate Administrator, without charge, one Business Day prior to the Distribution Date an electronic report, which may
include HTML, word or excel compatible format, clean and searchable PDF format or such other format as mutually agreeable
between the Certificate Administrator, the Servicer and the Special Servicer that discloses and contains an itemized listing
of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to
such Distribution Date. The Special Servicer shall not be required to deliver the report to the extent it has not received
any Disclosable Special Servicer Fees during such reporting period.


 


Section
3.18      Reports to the Certificate Administrator; Account Statements.


 


(a)           
The Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format reasonably
acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 9:00 a.m.
(New York time) one (1) Business Day prior to each Distribution Date, the CREFC® Loan Periodic Update File
and CREFC® Appraisal Reduction Template, (ii) 1:00 p.m. (New York time) one (1) Business Day prior
to each Distribution Date, any updated CREFC® Loan Periodic Update File, if applicable, and (iii) 3:00 p.m.
(New York time) one (1) Business Day prior to each Distribution Date, the remaining CREFC® Reports.


 


The
Servicer shall make the CREFC® Reports (except the CREFC® Bond Level Files, the CREFC®
Collateral Summary File, the CREFC® Special Servicer File, the CREFC® Operating Statement
Analysis Report and the CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of the
Companion Loan, to the Companion Loan Holders on each Distribution Date; and (ii) following securitization of the Companion
Loan, to the master servicer of the Other Securitization Trust no later than two (2) Business Days after the Determination
Date.


 


The
CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be delivered
to the Certificate Administrator by the Servicer (with respect to a Specially Serviced Mortgage Loan or Foreclosed Property, to
the extent received from the Special Servicer) on a quarterly and annual basis (commencing with the quarter ending June 30, 2022
and year ending December 31, 2022), each within 30 days after receipt by the Servicer or the Special Servicer, as applicable,
of the financial statements, operating statements, rent rolls, or other information required to prepare (or, if previously prepared,
update) the CREFC®


 






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Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet,
provided that such information is delivered by the Borrowers at least 10 Business Days prior to the related Distribution Date,
but will not be deemed to have been received by the Certificate Administrator until such time as it is actually received; provided,
however, that any analysis or report with respect to the first calendar quarter of each year shall not be required to the
extent provided in the then-current applicable CREFC® guidelines.


 


Additionally,
the Servicer shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment
Worksheet on a monthly basis to the Certificate Administrator; provided, however, the Servicer shall have no obligation
to update such reports except as set forth in the immediately preceding paragraphs, and no analysis or update shall be required
to the extent such analysis or update is not required to be provided under the then-current applicable CREFC® guidelines.


 


(b)        
   The Servicer shall furnish to the Certificate Administrator in electronic format the CREFC®
Reports produced by it pursuant to this Agreement not later than the time period specified in Section 3.18(a),
and thereafter, upon the request of a Rating Agency, to the 17g-5 Information Provider, who shall make such reports available
to the Rating Agency on its website.


 


(c)           
The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer
by the Loan Parties pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special
Servicer, the Trust Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the
Servicer or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer
shall use efforts consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer shall promptly
deliver to the Servicer the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports and the most recently
prepared or updated CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
with respect to the Mortgage Loan if it is a Specially Serviced Mortgage Loan and any Foreclosed Property in an electronic format,
reasonably acceptable to the Servicer and the Special Servicer as of the Determination Date.


 


Section
3.19      [Reserved].


 


Section
3.20      [Reserved].


 


Section
3.21      Access to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


(a)           
Upon reasonable advance notice, the Certificate Administrator or the Custodian, as applicable, shall provide reasonable access
during its normal business hours at its Corporate Trust Office to certain reports and to information and documentation in its
possession or in its control regarding the Mortgage Loan to any Privileged Person (other than a Borrower Affiliate, the Manager,
any Restricted Holder or their respective agents or Affiliates); provided, however, that to the extent such reports,
information and documentation is provided to a Rating


 






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Agency, the 17g-5 Information Provider shall first post such information
to the Certificate Administrator’s Website. Such information shall include, but shall not be limited to, the CREFC®
Reports provided to the Certificate Administrator by the Servicer.


 


(b)          
Upon request of the Depositor or a Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or a Rating Agency to the extent such information is delivered to
the 17g-5 Information Provider electronically in accordance with Section 8.14(b). In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.
In addition, upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by
the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available
to NRSROs by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post such information on the 17g-5
Information Provider’s Website pursuant to Section 8.14(b).


 


(c)           
The Special Servicer shall promptly notify the Certificate Administrator, in the form of Exhibit Z hereto, if the
Special Servicer has actual knowledge that the Mezzanine Loan has been accelerated or foreclosure or enforcement proceedings have
been commenced against the related Mezzanine Equity Collateral or if any Special Servicing Loan Event has occurred and is continuing
with respect to the Mortgage Loan as a result of any determination by the Servicer that a default in the payment of principal
or interest under the Mortgage Loan is reasonably foreseeable. Upon receipt of such notice, the Certificate Administrator shall
require each Restricted Holder that has previously submitted an Investor/Interest Owner Certification to re-submit an Investor/Interest
Owner Certification in order to re-obtain access to the Certificate Administrator’s Website.


 


(d)          
Upon the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB and
is designated as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor/Interest
Owner Certification in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively,
the “Rule 144A Information Recipients”), the Certificate Administrator
shall make available to the Rule 144A Information Recipients such information as is specified pursuant to Rule 144A(d)(4)
under the Act (“Rule 144A Information”), to the extent such Rule 144A
Information has been received by the Certificate Administrator. If the Certificate Administrator receives a request for Rule 144A
Information in connection with the resale of any Certificate by a Certificateholder or Beneficial Owner, and such Rule 144A
Information has not previously been provided to the Certificate Administrator by the Depositor, the Certificate Administrator
shall, within three (3) Business Days of receipt of such request, notify the Depositor of such request and identify the Rule 144A
Information requested. The Depositor shall use commercially reasonable efforts to provide the requested Rule 144A Information
to the Certificate Administrator, to the extent the requested Rule 144A Information is in the Depositor’s possession.
The Certificate Administrator shall, within three (3) Business Days of receipt of any additional Rule 144A Information
from the Depositor (i) convey such additional requested Rule 144A Information to the requesting Rule 144A Information
Recipient and (ii) post such additional requested Rule 144A Information on the Certificate Administrator’s Website.


 






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Section
3.22     Inspections. (a) The Servicer shall inspect or cause to be inspected
the Property not less frequently than once each year commencing in 2023, so long as a Special Servicing Loan Event is not then
continuing. The Special Servicer shall inspect or cause to be inspected the Property, as applicable, promptly following the occurrence
of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is continuing. The Servicer or the
Special Servicer, as applicable, shall further inspect, or cause to be inspected, the Property whenever it receives information
that the Property has been materially damaged, left vacant, or abandoned, or if waste is being committed thereto. All such inspections
shall be performed in such manner as shall be consistent with Accepted Servicing Practices. The cost of the annual inspections
referred to in the first sentence of this paragraph shall be an expense of the Servicer; the cost of all additional inspections
referred to in this paragraph shall be a Trust Fund Expense and if paid by the Servicer shall constitute a Property Protection
Advance or an Administrative Advance. The Servicer or Special Servicer, as the case may be, shall prepare a written report of
inspection and deliver it to the Certificate Administrator and Companion Loan Holders in electronic format. The Certificate Administrator
shall post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


(b)          
The Special Servicer, if the Mortgage Loan is a Specially Serviced Mortgage Loan, and the Servicer, if the Mortgage Loan is not
a Specially Serviced Mortgage Loan, shall make reasonable efforts to collect promptly and review from the Borrower quarterly and
annual operating statements, financial statements, budgets and rent rolls of the Property, and the quarterly and annual financial
statements of such Borrower, and any other reports or documents required to be delivered under the terms of the Mortgage Loan.
The Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once
if the Borrower are not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. The Servicer
or Special Servicer, as applicable, shall deliver copies of any of the foregoing items so collected thereby, upon the request
of a Rating Agency, to the 17g-5 Information Provider who shall post such items to the 17g-5 Information Provider’s
Website.


 


Section
3.23     Advances. (a) In the event that all or a portion of any Monthly Payment
(other than the Balloon Payment and Default Interest) or an Assumed Scheduled Monthly Payment, as applicable, representing interest
on the Trust Loan has not been received by the close of business on the Business Day immediately prior to any Remittance Date,
the Servicer, subject to its determination that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance
Date to the Distribution Account, in an amount equal to the interest portion of such Monthly Payment (or portion thereof) (or
in the amount of the Assumed Scheduled Monthly Payment, or portion thereof, as applicable) with respect to the Trust Loan that
has not been received by the close of business on the Business Day immediately prior to such Remittance Date (net of the Servicing
Fee with respect to the Trust Loan, which shall not be paid to the Servicer until funds in the Collection Account are available
for payment of such fee); provided that neither the Servicer nor any other party shall be entitled to interest accrued
on the amount of any Monthly Payment Advance with respect to the Trust Loan if the delinquent amount of the Monthly Payment (or,
if applicable, the Assumed Scheduled Monthly Payment) in respect of such Trust Loan is received by the Servicer or the Certificate
Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance Date. The portion of any Monthly Payment Advance
equal to the CREFC® Intellectual Property Royalty License Fee for the Trust Loan and such Distribution Date


 






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will
not be remitted to the Certificate Administrator but will be remitted to CREFC® by the Servicer. The Servicer shall
also advance in respect of each Payment Date following (x) a delinquency in the payment of the Balloon Payment of the Trust
Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Mortgage Loan or (y) not
later than the related Remittance Date, to the Distribution Account, the amount of any Assumed Scheduled Monthly Payment deemed
due with respect to the Trust Loan on such Payment Date. For the avoidance of doubt, in the event that the amount of interest
and/or principal on the Trust Loan is reduced as a result of any modification to the Trust Loan, any Monthly Payment Advance made
with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such reduction. Notwithstanding
anything to the contrary herein and subject to the determination of nonrecoverability provided in this Section 3.23,
in the event that the Property becomes Foreclosed Property, the Servicer shall continue to make advances as required pursuant
to this Section 3.23(a) with respect to each Payment Date following such event in an amount equal to the Monthly
Payment or Assumed Scheduled Monthly Payment, as applicable, due or deemed due with respect to the Trust Loan on such Payment
Date, as if the Property had not become a Foreclosed Property and the Trust Loan continued to be outstanding. If and to the extent
such information is not already included in the Distribution Date Statement for the month in which such Monthly Payment Advance
is made, the Servicer shall notify the master servicer and trustee with respect to each Other Securitization Trust of the amount
of any Monthly Payment Advance made pursuant to this Section 3.23(a) within two Business days of making such
advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a) on
the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order
to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit
any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to
be remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator for
deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on
such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution
Date or, if earlier, the actual remittance date.


 


At
any time that a Trust Appraisal Reduction Amount exists with respect to the Mortgage Loan, the amount that would otherwise be
required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying
such amount by a fraction, the numerator of which is the then-outstanding principal balance of the Trust Loan minus the
Trust Appraisal Reduction Amount allocable to the Trust Loan (including any deemed Trust Appraisal Reduction Amount) and the denominator
of which is the then-outstanding principal balance of the Trust Loan.


 


(b)          
Subject to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders, the RR Interest
Owner and the Companion Loan Holders, to the extent it determines that such amount is recoverable, all customary and reasonable
out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its respective servicing
obligations, including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration,
operation and protection of the Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted
Servicing Practices, are necessary to prevent an immediate or material loss to the Trust Fund’s interest in the Property,


 






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(ii) the payment of (A) real estate taxes, assessments, ground rents and governmental charges that may be levied or
assessed against any Loan Party or any of its Affiliates or the Property or revenues therefrom or which become liens on the Property,
(B) insurance premiums and (C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable
(including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the applicable Loan Parties
that are incurred in connection with a sale of the Mortgage Loan, the negotiation of a workout of the Mortgage Loan, an assumption
of the Mortgage Loan or a release of the Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings,
including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs
for third party experts, including Independent Appraisers, environmental and engineering consultants, and (iv) the management,
operation and liquidation of the Property if the Property is acquired by the Trust (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance amounts
eligible for withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (iv)(b),
(v) (to the extent reimbursements of such amounts are owed to the Trustee only), (vi), (viii) or
(x) of Section 3.4(c) (collectively, “Administrative Advances”)
on or prior to the related Distribution Date to the extent (A) such amounts are not paid from the Collection Account pursuant
to the second paragraph of Section 3.4(c) and (B) it determines that such amounts are payable or reimbursable
by the Borrower and would not be a Nonrecoverable Advance. During the continuation of a Special Servicing Loan Event, the Special
Servicer shall give the Servicer and the Trustee not less than five (5) Business Days’ written notice before the date
on which the Servicer is requested to make any Property Protection Advance with respect to the Mortgage Loan or any Foreclosed
Property; provided, however, that only three (3) Business Days’ written notice shall be required in respect
of Property Protection Advances required to be made on an urgent or emergency basis (which may include, without limitation, Property
Protection Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer
with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested
Property Protection Advance would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything
herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely
on such request as evidence that such advance is not a Nonrecoverable Advance; provided, however, that the Special
Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect to Advances other
than emergency Advances (although such request may relate to more than one Advance). The Special Servicer shall not be obligated
to make any Advance.


 


(c)           
To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required
to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee
(pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement
(subject to the applicable recoverability determination), and shall continue to apply with respect to the Trust Loan after any
modification or amendment of the Mortgage Loan pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage
Loan if a payment default shall have occurred on such date and through any court appointed stay period or similar payment delay
resulting from any insolvency of any Loan Party or related bankruptcy, notwithstanding any other provision of this Agreement,
subject to the requirement of recoverability, until the earliest of (i) the payment in full of the Mortgage Loan, (ii) the
date on which the Property becomes liquidated or (iii) the date on which the Mortgage Loan is sold.


 






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(d)          
Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate
of interest equal to the greater of (i) 2.00% per annum and (y) the Prime Rate (the “Advance
Rate”) for each such day (or the most recent day on which the Prime Rate was reported, if not reported on such
day) on the basis of a year of 360 days and the actual number of days elapsed in a month. Interest on the Advances shall
compound annually. If the context requires, each reference to the reimbursement or payment of an Advance also includes, whether
or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding the date
of payment or reimbursement.


 


(e)           
Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make
an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with
interest thereon at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer, in
that order, shall be entitled to reimbursement for any such Advances relating to the Trust Loan or the Mortgage Loan, as applicable,
from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context
requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically
referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement.


 


(f)           
The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate in electronic
format to the Companion Loan Holders, the Certificate Administrator, the Trustee (if such determination is made by the Servicer),
the Servicer and the Special Servicer, detailing the reasons for such determination with supporting documents attached. Such Officer’s
Certificate shall be made available to any Privileged Person by the Certificate Administrator posting such Officer’s Certificate
to the Certificate Administrator’s Website in accordance with Section 8.14(b). The costs of any appraisals,
engineering reports, environmental reports or surveys and other information requested by the Servicer or the Trustee establishing
an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to
Section 3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid
by the Servicer or the Trustee from its funds. Subject to Section 6.3, the Servicer’s reasonable determination
of nonrecoverability in accordance with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall
be entitled to rely conclusively thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable
Advance, shall make such determination in its commercially reasonable judgment, solely in its capacity as Trustee.


 


(g)          
The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion
Loan, (ii) any Balloon Payment with respect to the Trust Loan (but are obligated to advance the related Assumed Scheduled
Monthly Payment in accordance with the terms of this Agreement), (iii) any Default Interest, late payment charges or Yield
Maintenance Default Premiums, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required
pursuant to Section 3.12(c)), any failure of the Property to comply with any applicable law, including any environmental
law, or (except in connection with the foreclosure or other acquisition of the Property in accordance with


 






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Section 3.12
upon the occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental
condition present at the Property, (v) any losses arising with respect to defects in the title to the Property, (vi) any
costs of capital improvements to the Property other than those necessary to prevent an immediate or material loss to the Trust’s
interest in the Property or (vii) subordinated obligations, including the Mezzanine Loan. In addition, the Servicer and the
Trustee shall have no obligation to make any Monthly Payment Advances with respect to the Companion Loan.


 


(h)          
The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination: (a) the
existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Trust
Loan, the Mortgage Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Servicer or the Trustee, (b) the obligations of the Borrower under the terms of the Mortgage Loan as it
may have been modified, (c) the Property in its “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer
or in its commercially reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse changes with respect to the Property, (d) future expenses and (e) the timing of recoveries.


 


Section
3.24     Modifications of Mortgage Loan Documents. (a) (i) The Servicer
(if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (if a Special Servicing Loan Event
occurs and is continuing) may, subject to (w) the rights of the Mezzanine Lender under the Intercreditor Agreement, (x) the
consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a) herein)
prior to the occurrence and continuance of a Control Event and (y) the consultation and review rights of the Directing Certificateholder
(subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the
continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, modify, waive or amend any term
of the Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does
not either (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or
(ii) subject either such Trust REMIC to any tax under the REMIC Provisions (and the Servicer or the Special Servicer, as
applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding
anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date
beyond the date that is the earlier of (a) five (5) years prior to the latest Rated Final Distribution Date and (b) 20 years
or, to the extent consistent with Accepted Servicing Practices giving due consideration to the remaining term of the ground lease,
10 years, prior to the end of the current term of the ground lease, plus any options to extend the ground lease exercisable
unilaterally by the Borrower. In connection with (i) the release of the Property or portion thereof from the lien of the
related Mortgage or (ii) the taking of the Property or portion thereof by exercise of the power of eminent domain or condemnation,
if the Mortgage Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio
of the remaining portion of the Property, for purposes of REMIC qualification of the Trust Loan, then, unless then permitted by
the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer
shall provide to the Special Servicer notice of all Borrower requests related to any


 






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Mortgage Loan modification or assumption
that constitute Major Decisions and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward
such notice to the Directing Certificateholder.


 


(b)          
All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify each other, the Trustee, the Certificate Administrator, the Companion Loan Holders and the
Depositor and, so long as no Consultation Termination Event has occurred, the Directing Certificateholder, in writing, of any
modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Custodian (with
a copy to the Trustee and each Companion Loan Holder) an original recorded (if applicable) counterpart of the agreement relating
to such modification, waiver or amendment within ten (10) Business Days following the execution and recordation (if applicable)
thereof. In the event the Servicer or Special Servicer, or a court of competent jurisdiction in connection with a workout or proposed
workout of the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the aggregate adverse economic effect
of the modification (if any) required to be borne by the holders of the Trust Notes pursuant to the Co-Lender Agreement shall
be applied to the Certificates, in reverse order of seniority. If all or any portion of the Mortgage Loan is modified, the Net
Trust Note Rate shall not change for purposes of distributions on the Certificates.


 


(c)           
Subject to Section 3.26, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation
pursuant to the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining
such Rating Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special
Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained
at the Loan Parties’ expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan
Agreement or if the Loan Parties do not pay, as a Trust Fund Expense.


 


(d)          
Notwithstanding the foregoing or anything to the contrary in Section 9.3, the Servicer and (if a Special Servicing
Loan Event is continuing) the Special Servicer may, in accordance with Accepted Servicing Practices (without any Rating Agency
Confirmation or consent of the Directing Certificateholder), grant the Borrower’s request for consent to subject the Property
to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar purpose
and may consent to subordination of the Mortgage Loan to such easement, right-of-way or similar agreement. Neither the Servicer
nor the Special Servicer may condition the granting of any of the above on receipt of Rating Agency Confirmation if such condition
would not be consistent with or permitted by the Mortgage Loan Documents.


 


(e)           
Subject to Section 3.26 of this Agreement, prior to implementing any of the actions under the definition of RAC Decision,
the Servicer or Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.


 


(f)           
Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions
of the Mortgage Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and
the Servicer


 






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has (i) received replacement collateral consisting of government securities within the meaning of Treasury Regulations
Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the Mortgage Loan Documents, in an amount sufficient to make
all scheduled payments required under the terms of the Mortgage Loan when due, (ii) received a certificate of an Independent
certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments
of interest and principal (including payments at maturity) on the Mortgage Loan in compliance with the requirements of the terms
of the Mortgage Loan Documents, (iii) received one or more Opinions of Counsel (at the expense of the related Borrower) to
the effect that the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted
property; provided, however, that, to the extent consistent with the Mortgage Loan Documents, the Borrower shall
pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Mortgage
Loan Documents, the Borrower shall have designated a single purpose entity to act as a successor mortgagor, if so required by
a Rating Agency, (v) to the extent permissible under the Mortgage Loan Documents, the Servicer shall use its reasonable efforts
to require the Borrower to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor
mortgagor, and (vi) to the extent permissible under the Mortgage Loan Documents, the Servicer shall obtain, at the expense
of the Borrower, Rating Agency Confirmation from each Rating Agency. If the Servicer receives notice of a request for defeasance
with respect to the Mortgage Loan, the Servicer shall provide upon receipt of such notice, written notice of such defeasance request
to each Trust Loan Seller or its respective assignee and until such time as the Trust Loan Seller provides written notice to the
contrary, notice of a defeasance of the Mortgage Loan shall be delivered to the Trust Loan Seller pursuant to the notice provisions
of the Trust Loan Purchase Agreement.


 


(g)          
The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection
Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date, and not as a prepayment
of the Mortgage Loan. The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date,
and not as a prepayment of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case
of a leap year).


 


(h)          
Subject to the terms of this Section 3.24, each of the Servicer and Special Servicer, respectively, shall be permitted
in its sole discretion to waive all or any portion of Default Interest to the extent consistent with Accepted Servicing Practices.
Failure to waive any Default Interest by the Servicer or Special Servicer shall not in any way be deemed a violation of Accepted
Servicing Practices.


 


Section
3.25      Conflicts of Interests; Mandatory Resignation of Servicer and Special Servicer
May Own Certificates; Conflicts of Interest. (a) The Servicer, the Special Servicer and any agent thereof in its individual
or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer
or the Special Servicer or such agent except as otherwise provided herein subject to the restrictions on voting set forth in the
definition of Certificateholder.


 






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(b)          
Neither the Special Servicer nor any of its Affiliates shall resign from its obligations and duties as Servicer or Special Servicer,
as applicable, under this Agreement, except as provided in Section 6.4 hereof. Neither the Special Servicer nor any
of its Affiliates may be appointed as the special servicer of the Mezzanine Loan or a subservicer of the special servicer of the
Mezzanine Loan. In the event that the Special Servicer becomes a Borrower Affiliate, the Special Servicer shall promptly notify
the Trustee and the Certificate Administrator of such affiliation. Upon receipt of such notice, the Trustee shall promptly send
a request to the Special Servicer requesting that the Special Servicer resign as Special Servicer and promptly appoint a replacement
special servicer in accordance with Section 6.4 of this Agreement. In the event that no replacement Special Servicer
is appointed within thirty (30) days for any reason after receipt by the Trustee of a notice of such affiliation, the Trustee
may petition the court for appointment of a successor Special Servicer at the expense of resigning Special Servicer.


 


Section
3.26      Reserved.


 


Section
3.27      Rating Agency Confirmation. Notwithstanding the terms of any related Mortgage
Loan Documents, the Intercreditor Agreement or other provisions of this Agreement, if any action under any Mortgage Loan Documents
or this Agreement requires a Rating Agency Confirmation or a written confirmation from the Rating Agency that any action will
not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to
such action, if the party (the “Requesting Party”) seeking to obtain
such Rating Agency Confirmation or written confirmation has made a request to each Rating Agency for such Rating Agency Confirmation
or written confirmation and, within ten (10) Business Days of such request being sent to the applicable Rating Agency, such
Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is either declining
to review such request or waiving the requirement for Rating Agency Confirmation or written confirmation, then such Requesting
Party shall be required to (i) confirm (through direct communication and not by posting any confirmation on the 17g-5 Information
Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation or written confirmation
request, and, if it has, promptly request the related Rating Agency Confirmation or written confirmation again, and (ii) if
there is no response to either such Rating Agency Confirmation or written confirmation request within five (5) Business Days
of such second request, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency
Confirmation or such written confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan
(other than as set forth in clause (y) below), such condition shall be deemed to be satisfied (provided that
granting such request is in accordance with Accepted Servicing Practices), and (y) with respect to a replacement of the Servicer
or Special Servicer, such condition shall be deemed to be satisfied with respect to Moody’s, if the applicable replacement
has been appointed and currently serves as a master servicer or special servicer, as applicable, on a transaction-level basis
on a CMBS securitization transaction currently rated by Moody’s that currently has securities outstanding and for which
Moody’s has not publicly cited servicing concerns of the applicable replacement servicer or special servicer, as applicable,
as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities rated by Moody’s in a CMBS securitization transaction
serviced by the applicable replacement master servicer or special servicer, as applicable, prior to the time of determination.


 






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Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing (and e-mail shall be sufficient as a writing), which writing shall contain
a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
the Special Servicer, the Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the Rating Agency
to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information
Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance
with Section 8.14(b).


 


Promptly
following the Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.27
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer,
as applicable, shall provide written notice to the 17g-5 Information Provider of the action taken for the particular item at such
time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 8.14(b).


 


Section
3.28      Miscellaneous Provisions.


 


(a)           
Without limiting any other obligation of the Servicer or the Special Servicer under the Mortgage Loan Agreement to respond to
certain Borrower requests, the Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the Special
Servicer, as applicable, shall respond to any request by the Borrower under Section 5.1.11(d) of the Mortgage Loan Agreement
for written approval of the Annual Budget.


 


(b)          
Notwithstanding the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with
respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and
administration of the Mortgage Loan or any Foreclosed Property, any amendment to this Agreement or replacement of the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee (a “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action shall also require delivery of a Companion Loan Rating Agency Confirmation to
the master servicer, the special servicer, the certificate administrator or the operating advisor to any Other Securitization
Trust as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation
shall be sought by the Servicer or the Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with a Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation
with respect to any Companion Loan Securities will be permitted to be waived by the Servicer and the Special Servicer on, and
will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth
in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject
Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer
or special servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other party or parties (as are
agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization
Trust), at the expense of the Other


 






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Securitization Trust to the extent not borne by the Borrower, and in such format as the sender
and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation all materials forwarded
to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (ii) any
other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan
Rating Agency Confirmation promptly following such request.


 


Section
3.29      Companion Loan Intercreditor Matters.


 


(a)           
If, pursuant to Section 2.8, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased
or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall
assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage
File and (to the extent provided under the Trust Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be
endorsed or assigned to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of
the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notes) on behalf
of the holders of the Companion Notes. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian
appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under
the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to
the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Mortgage Loan.


 


(b)          
With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in
the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Trust Loan Seller or requesting party), but only to the extent
(i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Trust Loan
Seller or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt,
none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset
review or be bound by it or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable
determination, be a violation of this Agreement or the Co-Lender Agreement.


 


(c)           
Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the
Servicer with respect to the Mortgage Loan when it is not a Specially Serviced Mortgage Loan or Special Servicer with respect
to the Mortgage Loan when it is a Specially Serviced Mortgage Loan, as applicable, shall consult with the


 






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Companion Loan Holders
with respect to any matters with respect to the servicing of the Companion Loan to the extent required under the Co-Lender Agreement.
In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports
and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement.


 


(d)          
At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties
hereto have received written notice (which may be by email) thereof including contact information for the master servicer and
special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required
to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered
to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to
the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


ARTICLE
4.



DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS


 


Section
4.1       Distributions. (a) On each Distribution Date,
to the extent of Non-RR Interest Available Funds, amounts held in the Lower-Tier Distribution Account shall be withdrawn and distributed
to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests, for deposit into the Upper-Tier Distribution Account,
and to the Class R Certificates in respect of the Class LT-R Interest in accordance with Section 4.1(b) and
immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be withdrawn from the Upper-Tier Distribution Account
and distributed by the Certificate Administrator in the following amounts (the “Distribution Priorities”):


 


first,
to the Class A and Class X Certificates, on a pro rata basis, based on the Interest Distribution Amounts for
each such Class and such Distribution Date, in an amount up to such Interest Distribution Amount for such Class and such Distribution
Date;


 


second,
to the Class A Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero;


 


third,
to the Class A Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to
such Class and not reimbursed on prior Distribution Dates;


 


fourth,
to the Class B Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 






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fifth,
to the Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


sixth,
to the Class B Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to
such Class and not reimbursed on prior Distribution Dates;


 


seventh,
to the Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth,
to the Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


ninth,
to the Class C Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to
such Class and not reimbursed on prior Distribution Dates;


 


tenth,
to the Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh,
to the Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


twelfth,
to the Class D Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to
such Class and not reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class E Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fourteenth,
to the Class E Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


fifteenth,
to the Class E Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to
such Class and not reimbursed on prior Distribution Dates;


 


sixteenth,
to the Class F Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 






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seventeenth,
to the Class F Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


eighteenth,
to the Class F Certificates, in an amount up to the amount of all Non-RR Interest Realized Losses previously allocated to
such Class and not reimbursed on prior Distribution Dates; and


 


nineteenth,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero, and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In
no event will any Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance which in
the aggregate exceed the Original Certificate Balance of such Class.


 


(b)          
On each Distribution Date, to the extent of the RR Interest Available Funds for such Distribution Date, amounts held in the Distribution
Account shall be withdrawn and paid in the following amounts:


 


first,
to the RR Interest, in respect of interest, up to an amount equal to the RR Interest Interest Distribution Amount for such Distribution
Date;


 


second,
to the RR Interest, in reduction of the RR Interest Balance thereof, up to an amount equal to the RR Interest Principal Distribution
Amount for such Distribution Date, until the outstanding RR Interest Balance has been reduced to zero; and


 


third,
to the RR Interest, up to an amount equal to the unreimbursed RR Interest Realized Losses previously allocated to the RR Interest
pursuant to Section 4.1(h) and not reimbursed on prior Distribution Dates; and


 


fourth,
when the RR Interest Balance of the RR Interest has been reduced to zero and after payment in full of all unpaid expenses of the
Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts. 


 


In
no event will the RR Interest receive distributions in reduction of its RR Interest Balance which in the aggregate exceed the
original RR Interest Balance of such RR Interest. Furthermore, in no event will any reimbursement of RR Interest Realized Losses
previously allocated to an RR Interest constitute distributions of principal for any purpose or result in an additional reduction
in the RR Interest Balance of the RR Interest.


 


(c)           
On each Distribution Date, each Class of Uncertificated Lower Tier Interests (other than the Class LRR Uncertificated Interest)
shall be deemed to (A) receive distributions in respect of principal in an amount equal to the amount of principal actually
distributable to its respective Related Certificates as provided in Section 4.1(a), and (B) be allocated Realized
Losses in an amount equal to the amount of Realized Losses actually allocated to its respective Related Certificates as provided
in Section 4.1(g). On each Distribution Date,


 






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each Class of Uncertificated Lower-Tier Interests shall be deemed to receive
distributions in respect of interest in an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall
in respect of its Related Certificates and the Interest Distribution Amount and Interest Shortfall in respect of the Class X Certificates
(based on the proportion of the interest accrued at the Class X Strip Rate on each respective Class of Related Certificates
to the aggregate interest accrued at the Class X Strip Rates on all of the respective Classes of Related Certificates), to
the extent actually distributable thereon as provided in Section 4.1(a). On each Distribution Date, the Class LRR Uncertificated
Interest shall be deemed to receive all amounts actually distributable with respect to the RR Interest, respectively, as provided
in Section 4.1(b). Amounts distributable pursuant to this paragraph, together with amounts distributable pursuant to Section 4.3(b),
are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate
Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to
be deposited in the Upper-Tier REMIC Distribution Account on each Distribution Date.


 


As
of any date, the principal balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The
Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the
Introductory Statement hereto.


 


Any
amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and any Yield Maintenance Default Premiums distributed pursuant to Section 4.3 shall be distributed to the
Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining
in the Lower-Tier Distribution Account, if any).


 


Distributions
to the Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to
the Class R Certificateholders (in respect of the Class UT-R Interest) and to other Certificateholders and the RR Interest
Owner from the Upper-Tier Distribution Account on each Distribution Date shall be made by the Certificate Administrator to each
Certificateholder or RR Interest Owner, as applicable, of record on the related Record Date (other than as provided in Section 10.1
in respect of the final distribution), by wire transfer in immediately available funds to the account of such Certificateholder
or RR Interest Owner, as applicable, at a bank or other entity located in the United States and having appropriate facilities
therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or
by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been
received at least five (5) Business Days prior to the Distribution Date.


 


(d)          
All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall
be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests.
Such distributions shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account
in error to the extent funds are available for such purpose) to each Certificateholder and RR Interest Owner of record on the
related Record Date by wire transfer of immediately available funds to the account of such Certificateholder or RR Interest Owner
at a bank or other entity located in the United States and having appropriate facilities therefor, provided


 






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that the Certificate
Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set
forth therefor in the Certificate Register if wiring instructions have not been received at least five (5) Business Days
prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders
of such final distribution.


 


(e)           
The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates or RR Interest is expected to be made, post a notice on
the Certificate Administrator’s Website pursuant to Section 8.14(b) and mail to each Holder of such Class
of Certificates or RR Interest Owner, as applicable, on such date to the effect that:


 


(i)         
   the Certificate Administrator reasonably expects based upon information previously provided to it that the final
distribution with respect to such Class of Certificates or RR Interest shall be made on such Distribution Date, but only upon
presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified; amounts
owed to the RR Interest Owner will be transferred to the last account on record with the Certificate Administrator;
and


 


(ii)           
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate or RR Interest from
and after the end of the Certificate Interest Accrual Period related to such Distribution Date.


 


(f)           
Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within one (1) year after the second notice not all
of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All
such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year
period following such second notice, notwithstanding any termination of the Trust Fund. If within two (2) years after the
second notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, to
the extent permitted by law, hold all amounts distributable to the Holders thereof for the benefit of such Holders until the earlier
of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate
Administrator and (ii) the termination of the Trust Fund, at which time such amounts shall be distributed to the Depositor.
No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final


 






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payment thereof in accordance
with this Section 4.1(e). Any such amounts transferred to the Certificate Administrator shall not be invested.


 


(g)          
The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as
the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to
recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and,
in the absence of manifest error in such information, may conclusively rely upon it.


 


(h)        
   On each Distribution Date, Non-RR Interest Realized Losses with respect to the Trust Loan shall be allocated to
each Class of Certificates in the following order:


 


first,
to the Class F Certificates;


 


second,
to the Class E Certificates;


 


third,
to the Class D Certificates;


 


fourth,
to the Class C Certificates;


 


fifth,
to the Class B Certificates; and


 


sixth,
to the Class A Certificates;


 


in
each case until the Certificate Balance of each such Class has been reduced to zero.


 


On
each Distribution Date, RR Interest Realized Losses with respect to the Mortgage Loan shall be allocated to the RR Interest to
reduce the RR Interest Balance of the RR Interest until the RR Interest Balance has been reduced to zero.


 


(i)            
The Notional Amount of the Class X Certificates will be reduced by the amount of Non-RR Interest Realized Losses allocated to
the Class A and Class B Certificates.


 


Section
4.2       Withholding Tax. Notwithstanding any other provision
of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements with respect to payments
to Certificateholders, the RR Interest Owner and other payees that the Certificate Administrator reasonably believes are applicable
under the Code. The consent of Certificateholders, the RR Interest Owner or payees shall not be required for any such withholding
and such Certificateholders and the RR Interest Owner shall furnish any information as may be required for the Certificate Administrator
to comply with any withholding requirements. In the event the Certificate Administrator withholds any amount from interest payments
or advances thereof or other amounts to any Certificateholder, the RR Interest Owner or payee pursuant to federal withholding
requirements, amounts so withheld shall be treated as having been entirely distributed to such Certificateholder, the RR Interest
Owner or payee, and the Certificate Administrator shall indicate the amount withheld to such Certificateholder or payee through
a report.


 






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Section
4.3       Allocation and Distribution of Yield Maintenance Default
Premiums. (a) On each Distribution Date, the Non-RRI Percentage of Yield Maintenance Default Premiums, if any, collected
by the Servicer in respect of the Trust Loan during the related Collection Period shall be remitted from the Servicer on the Remittance
Date to the Certificate Administrator and shall be distributed by the Certificate Administrator to the Holders of each Class of
Certificates (excluding the Class R Certificates) on the related Distribution Date in the following manner:


 


(i)         
   pro rata, between the (x) the group of Class A, Class X and Class B (the “YM
Group A”) and (y) the group of Class C, Class D, Class E and Class F Certificates (the
“YM Group C” and together with the YM Group A, the “YM
Groups”), based upon the total amount of principal distributed to all of the Sequential Pay Certificates in
each YM Group on such Distribution Date; and


 


(ii)           
among the Classes of Certificates in each YM Group, in the following manner: (A) the holders of each Class of Sequential
Pay Certificates in such YM Group will be entitled to receive on each Distribution Date an amount of the Non-RRI Percentage of
Yield Maintenance Default Premiums equal to the product of (a) a fraction whose numerator is the amount of principal distributed
to such Class on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Sequential
Pay Certificates in such YM Group on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment
and such Class of Certificates, and (c) the Non-RRI Percentage of the Yield Maintenance Default Premiums collected with respect
to the Trust Loan during the related Collection Period and allocated to such YM Group, and (B) any Non-RRI Percentage of
Yield Maintenance Default Premium amounts allocated to YM Group A collected during the related Collection Period remaining after
such distributions shall be distributed to the applicable Class X Certificates in such YM Group.


 


If
there is more than one such Class of Certificates entitled to distributions of principal on any particular Distribution Date on
which the Non-RRI Percentage of Yield Maintenance Default Premiums are distributable, the aggregate amount of such the Non-RRI
Percentage of Yield Maintenance Default Premiums shall be allocated among all such Classes of Certificates up to, and on a pro rata
basis in accordance with, their respective entitlements thereto in accordance with the first sentence of this Section 4.3.


 


On
any Distribution Date, the RRI Percentage of Yield Maintenance Default Premiums, if any, collected in respect of the Trust Loan
during the related Collection Period will be required to be distributed by the Certificate Administrator to the RR Interest Owner.


 


(b)          
All Yield Maintenance Default Premiums distributable pursuant to clause (a) of this Section 4.3 shall
first be deemed to have been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA Uncertificated
Interest (whether or not the Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest has been reduced to zero).


 


Section
4.4       Statements to Certificateholders. (a) On each
Distribution Date, based on information provided by the Servicer and the Special Servicer, as applicable, the


 






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Certificate Administrator
shall prepare and make available pursuant to Section 8.14(b) to any Privileged Person (including a Privileged
Person who provides the Certificate Administrator with an Investor/Interest Owner Certification in the form of Exhibit K-2
hereto) and shall deliver to the Initial Purchasers, a statement, based upon information supplied to it by the Servicer and
the Special Servicer, as applicable, in respect of the distributions on such Distribution Date (a “Distribution
Date Statement”) setting forth:


 


(i)          
  for each Class of Regular Certificates and the RR Interest (1) the amount of the distributions made on such
Distribution Date allocable to interest at the Pass-Through Rate and/or the amount allocable to principal (separately
identifying the amount of any principal payments (and specifying the source of such payments)), (2) the amount of any
Yield Maintenance Default Premiums collected on the Trust Loan allocable to each Class of Certificates and the RR Interest
and (3) the amount of interest paid on Advances from Default Interest and allocable to such Class or RR
Interest;


 


(ii)           
if the amount of the distribution to the Holders of each Class of Certificates and the RR Interest Owner was less than the full
amount that would be distributable to such Holders or RR Interest Owner if there were sufficient Non-RR Interest Available Funds
and RR Interest Available Funds, the amount of the shortfall allocable to such Class or the RR Interest, as applicable, stating
separately the amounts allocable to principal and interest;


 


(iii)          
the amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)         
the Certificate Balance, RR Interest Balance or Notional Amount, as the case may be, of each Class of Regular Certificates and
the RR Interest after giving effect to any distribution in reduction of the Certificate Balance, RR Interest Balance or Notional
Amount, as the case may be, on such Distribution Date and the allocation of Realized Losses on such Distribution Date;


 


(v)          
the principal balance of the Trust Loan and the Certificate Balance, RR Interest Balance or Notional Amount of each Class of Certificates
and the RR Interest as of the end of the Collection Period for such Distribution Date and the amount of Realized Losses allocated
to each Class and the RR Interest;


 


(vi)        
  the aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Mortgage Loan
during the related Collection Period, and the aggregate amount of such payments allocable to the Trust Loan;


 


(vii)         
identification of any Mortgage Loan Event of Default or any Special Servicing Loan Event, any Servicer Termination Event or any
Special Servicer Termination Event under this Agreement that in any case has been declared as of the close of business on the
second Business Day prior to the end of the immediately preceding calendar month;


 


(viii)         the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained by
the Servicer or the Special Servicer and the amount of compensation paid to


 






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the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator Fee (including the portion
that is the Trustee Fee), the Special Servicing Fee and the CREFC® Intellectual Property Royalty License Fee with
respect to such Distribution Date;


 


(ix)           
the number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and
the date upon which any foreclosure proceedings have been commenced;


 


(x)           
whether the Property, as of the close of business on the Payment Date preceding such Distribution Date had become a Foreclosed
Property, together with an identification of same;


 


(xi)           
information with respect to any declared bankruptcy of the Borrower, the Mezzanine Borrower or the Guarantor;


 


(xii)          as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such
item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 


(xiii)         a list of conveyances or transfers of any portion of the Property by the Borrower reported to the Certificate Administrator to
the extent not already reported on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s
Website;


 


(xiv)         the aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)          the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)         any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


 


(xvii)        the amount of Default Interest, if any, and late payment charges, if any, paid by the Loan Parties during the related Collection
Period;


 


(xviii)       an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date;


 


(xix)          the aggregate amount of any Trust Fund Expenses reimbursable or payable by the Loan Parties under the Mortgage Loan Agreement,
and the amount collected from the Loan Parties in respect of such Trust Fund Expenses;


 


(xx)           the amount and type of Prepayment Premiums, if any, collected in respect of the Trust Loan during the related Collection Period
and distributed on such Distribution Date to the Certificateholders, the RR Interest Owner or the Companion Loan Holders;


 






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(xxi)          the Trust Note Rate and Net Trust Note Rate for each Trust Note and the related Mortgage Loan Interest Accrual Period; and


 


(xxii)         a statement that there is available on the website of the Certificate Administrator information regarding ongoing compliance by
the Retaining Sponsor with the EU Retention Covenant and the EU Hedging Covenant, which will be posted on the “EU Risk Retention”
tab of the Certificate Administrator’s website..


 


The
Depositor, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder or RR Interest Owner approval.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate or the RR Interest Owner upon written request to the Certificate
Administrator, a statement containing the information set forth in clauses (i), (ii)  and (iv) above
as to the applicable Class or the RR Interest, aggregated for such calendar year or applicable portion of such year during which
such Person was a Certificateholder or the RR Interest Owner, together with such other information as required by applicable law,
or that a Certificateholder or beneficial owner of a Certificate or the RR Interest Owner reasonably requests, to enable Certificateholders
or the RR Interest Owner to prepare their tax returns for such calendar year or as otherwise required by law. Such obligation
of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information
shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


 


(b)          
The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for this purpose
a Privileged Person who provides the Certificate Administrator with an Investor/Interest Owner Certification in the form of Exhibit K-2
hereto) on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation
to provide such information shall be contingent on the Certificate Administrator’s receipt of such information from the
Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information
provided to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required
to be furnished by the Servicer is based on information required to be provided by the Loan Parties or the Special Servicer, the
Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of
such information from the Loan Parties or the Special Servicer, as applicable. To the extent that information required to be furnished
by the Special Servicer is based on information required to be provided by the Loan Parties, the Special Servicer’s obligation
to furnish such information shall be contingent upon receipt of its receipt of such information from the Loan Parties. The Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to rely on information supplied by the Loan
Parties without independent verification.


 


The
Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged
Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating
income reports or analyses


 






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shall be prepared pursuant to Section 3.18 by the Servicer in CREFC® format
based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from
the Loan Parties or the Special Servicer.


 


If
so authorized by the Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person
certain other information with respect to the Trust Loan (subject to the limitations of Section 3.18).


 


In
addition, the Certificate Administrator shall make available on its website such information as set forth in Section 8.14(b).


 


Section
4.5       Investor Q&A Forum; Investor Registry and Rating
Agency Q&A Forum. (a) The Certificate Administrator shall make available, only to Privileged Persons (which for this
purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor/Interest Owner Certification
substantially in the form of Exhibit K-2 hereto), the Investor Q&A Forum. The “Investor Q&A Forum”
shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and Beneficial
Owners of Certificates who provide the Certificate Administrator with an Investor/Interest Owner Certification substantially in
the form of Exhibit K-1 may submit questions to (a) the Certificate Administrator relating to the Distribution
Date Statement and (b) the Servicer or the Special Servicer, as applicable, relating to the reports being made available
pursuant to Section 8.14(b)(ii)(B), the Trust Loan or the Property (each an “Inquiry” and collectively,
“Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Servicer
or the Special Servicer, the Certificate Administrator shall forward the Inquiry to the appropriate Person (as identified to the
Certificate Administrator by the Servicer or the Special Servicer, as applicable) in each case via electronic mail within a commercially
reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Servicer or the Special Servicer, as applicable, shall be by email to the Certificate Administrator.
The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of
such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines, in its respective sole discretion,
that (i) any Inquiry is 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 and the RR Interest Owner, (iii) answering any Inquiry would be
in violation of applicable law, the Mortgage Loan Documents or this Agreement, (iv) answering any Inquiry would, or is reasonably
expected to, result in a waiver of attorney client privilege or the disclosure of attorney work product, (v) answering any
Inquiry would materially increase the duties of, or would result in significant additional cost or expense to, the Trustee, the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would result in
the disclosure of communications between the Directing Certificateholder and the Special Servicer, (vii) answering any Inquiry
would require the disclosure of Privileged Information or (viii) answering any Inquiry is otherwise, for any reason, not
advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer or the Special Servicer,
shall promptly notify the Certificate Administrator of such determination. The Certificate Administrator shall notify the Person
who submitted such Inquiry


 






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in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to
the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Trust
and Servicing Agreement provides that the Certificate Administrator, the Servicer or the Special Servicer shall not answer an
Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders and the RR Interest Owner, (iii) answering any Inquiry would be in violation of applicable law or the
Mortgage Loan Documents, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client
privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of,
or result in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, (vi) answering any Inquiry would result in the disclosure of communications between the Directing
Certificateholder and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information
or (viii) answering any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from
the fact that the Certificate Administrator, the Servicer and/or the Special Servicer has declined to answer the Inquiry.”
Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers
from any of the Depositor, the Initial Purchasers or any of their respective Affiliates. None of the Initial Purchasers, the Depositor,
the Servicer, the Special Servicer, the Trustee or the Certificate Administrator or any of their respective Affiliates will certify
to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for
the content of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s
Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. No party shall post or otherwise disclose direct communications with the Directing Certificateholder
as part of its response to any Inquiries; provided, that the Certificate Administrator shall have no obligation to review
any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains
any such direct communication with the Directing Certificateholder, or otherwise to consult with the party from whom such Inquiry
or answer is received to confirm the same, and the Certificate Administrator shall have no liability in connection with its posting
to the Investor Q&A Forum of any Inquiry or answer containing such direct communication. The Investor Q&A Forum will not
reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder, any Beneficial Owner and the RR Interest Owner the
Investor Registry. The “Investor Registry” shall be a voluntary service
available on the Certificate Administrator’s Website, where Certificateholders, Beneficial Owners and the RR Interest Owner
can register and thereafter obtain contact information with respect to any other Certificateholder, Beneficial Owner or RR Interest
Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a Certificateholder,
a Beneficial Owner or the RR Interest Owner and (b) it grants authorization to the Certificate Administrator to make its
name and contact information available on the Investor Registry for at least 45 days from the date of such certification
to Persons entitled to access the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as
the individual’s name, the company name and e-mail address, as well as certain optional fields such as address, phone, and
Class(es) of Certificates or RR Interest owned. If any


 






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Certificateholder, Beneficial Owner or RR Interest Owner notifies the Certificate
Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration),
the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible
for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the
accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access
to the Investor Registry.


 


(c)           
The Certificate Administrator shall, with the consent of the Depositor, make the Distribution Date Statements, CREFC®
Reports, and supplemental notices available to certain market data providers upon receipt by the Certificate Administrator
from such Person of a certification substantially in the form of Exhibit O hereto, which certification may be submitted
electronically via the Certificate Administrator’s Website. The Depositor hereby consents to the provision of such information
to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com,
Thomson Reuters, Moody’s Analytics, MBS Data, LLC, Markit Group Limited and DealView Technologies Ltd., and the provision
of such information shall not constitute a breach of this Agreement by the Certificate Administrator.


 


(d)          
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall
be a service available on the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate
Administrator relating to the Distribution Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer,
as applicable, relating to the reports prepared by such parties, (iii) submit requests for information about the Trust Loan
or the Property (each such submission identified in sub-clauses (i), (ii) and (iii) hereof,
a “Rating Agency Inquiry”) or (iv) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. Upon receipt of a Rating Agency Inquiry
for the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information Provider shall forward the
Rating Agency Inquiry to the appropriate Person, in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by e-mail to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry and the related response (or such reports,
as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator, the Servicer or
the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be
in violation of applicable law, Accepted Servicing Practices, this Agreement or the Mortgage Loan Documents, (ii) answering
any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure
of attorney work product of, any counsel engaged by the Certificate Administrator, the Servicer or the Special Servicer, as applicable,
or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, and (B) the Certificate
Administrator, the Servicer or the Special Servicer, as applicable, determines in accordance with Accepted Servicing Practices
(or in


 






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good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs
and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Servicer or Special Servicer, as
applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the
17g-5 Information Provider by e-mail of such determination. The 17g-5 Information Provider shall promptly thereafter post the
Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5
Information Provider will not be liable for the failure by any other such Person to answer any such Rating Agency Inquiry. Questions
posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted
on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed
to be answers from any other Person. None of the Initial Purchasers, 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.


 


ARTICLE
5.



THE CERTIFICATES


 


Section
5.1        The Certificates.


 


(a)           
The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-8 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)          
The Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 and integral
multiples of $1,000 in excess thereof. If the Initial Certificate Balance of any Class of Sequential Pay Certificates does not
equal an integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination
of authorized Initial Certificate Balance that includes the excess of (i) the Initial Certificate Balance of such Class over
(ii) the largest integral multiple of $1,000 that does not exceed such amount. The Class X Certificates shall be issued,
maintained and transferred only in minimum denominations of authorized initial Notional Amount of not less than $1,000,000 and
integral multiples of $1 in excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and integral multiples of 1% in excess thereof.


 






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(c)           
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.2       Form and Registration. (a) Each Class of the
Certificates (other than the Class R Certificates) sold to an institution that is a non-U.S. Securities Person in “offshore
transactions” (as defined in Rule 902(h) of Regulation S) in reliance on Regulation S shall initially be represented
by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each, a “Temporary Regulation S Global Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Certificates represented thereby with the Certificate
Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the
nominee of the Depository for the account of designated agents holding on behalf of the Euroclear System (“Euroclear”)
and/or Clearstream Banking, société anonyme (“Clearstream”).
Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date
(the “Restricted Period”), beneficial interests in each Temporary
Regulation S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period,
a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent
global certificate of the same Class (each, a “Regulation S Global Certificate”)
in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate
shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless an exchange
for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate
Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time
be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as
hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)          
Except as otherwise set forth in this Agreement, Certificates of each Class offered and sold to QIBs in reliance on Rule 144A
under the Act (“Rule 144A”) shall be represented by a single,
global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth
as an exhibit hereto (each, a “Rule 144A Global Certificate”
and, collectively with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global
Certificates”), which shall be deposited with the


 






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Certificate Registrar or an agent of the Certificate Registrar,
as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate
Balance of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the records
of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Rule 144A Global Certificate.


 


(c)           
Certificates of each Class (other than the Class R Certificates) that are initially offered and sold to investors that are
Institutional Accredited Investors that are not QIBs, the Direct Sale Certificate sold to JPMCB and the Class R Certificates
(the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, issued in the name of such investors or their
nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective
beneficial owners or owners; provided, that prior to such transfer the investor executes and delivers to the Certificate
Registrar an Investment Representation Letter.


 


(d)          
Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of Definitive
Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing
or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases
to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate a qualified successor within 90 days
of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the
rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is
necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
however, that under no circumstances will Definitive Certificates be issued to beneficial owners of a Temporary Regulation
S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above
with respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of
any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar
shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate
issued for a Rule 144A Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate),
and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under
this Agreement.


 


Section
5.3       Registration of Transfer and Exchange of Certificates.
(a) The Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate
Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator
shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate
Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class represented by a Temporary Regulation S Global Certificate,


 






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a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration
of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)          
Subject to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in
a Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time
to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution who is required to
take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder
may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.7, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A
Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing
information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and
(3) a certificate in the form of Exhibit C hereto given by the holder of such beneficial interest stating that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or
cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the
Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate,
and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest
in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)          
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or
to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the
form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository,
exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7, of (1) instructions


 






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given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit D hereto given by the holder of such beneficial interest stating (A) that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S, (B) that the Certificate being transferred is not a “restricted
security” as defined in Rule 144 under the Act or (C) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Global Certificate, without any registration of
such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other
documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to
reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to
be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate
Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making
such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(e)           
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a
holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject
to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.7, of (1) instructions from
Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause
to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary
Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information regarding
the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest
in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited with such
decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the
Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit E
hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary
Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate
is a QIB and is obtaining such beneficial interest in a


 






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transaction meeting the requirements of Rule 144A, then the Certificate
Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of
the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation
S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary
Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the
Person making such exchange or transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation
S Global Certificate that is being transferred.


 


(f)           
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that
Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit F hereto
from the holder of a beneficial interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted
Period, for interests in the Regulation S Global Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation
S Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the
Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the
amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)          
Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all
or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in
a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the
Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the
appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.7, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,


 






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(2) instructions
from such Holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest
in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase
and (3) a certificate in the form of Exhibit G hereto (in the event that the applicable Global Certificate is
the Temporary Regulation S Global Certificate), in the form of Exhibit H hereto (in the event that the applicable
Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit I hereto (in the event that the
applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel,
or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver
to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such
transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate
Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account
of the Person specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate
Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate or to a transferee of a Non-Book
Entry Certificate (or any portion thereof).


 


(i)            
RR Interest. Until the expiration of the Risk Retention Period, no Person shall be permitted to own, directly or indirectly,
any interest in the RR Interest other than the Retaining Sponsor or one of its Majority Owned Affiliates that is not a Non-Exempt
Person. The RR Interest Owner, if it wishes to transfer its interest in the RR Interest, shall notify the Certificate Administrator
in writing of such transfer and identify the new RR Interest Owner. After the expiration of the Risk Retention Period, the RR
Interest or any portion thereof may be transferred to a Qualified RR Interest Owner. The Certificate Administrator shall register
the ownership of the RR Interest on a registry of ownership maintained by the Certificate Administrator, except that the Certificate
Administrator shall not record the initial ownership of the RR Interest by the Retaining Sponsor or any subsequent transfer of
the RR Interest to a Majority Owned Affiliate of the Retaining Sponsor. Any transfer of an interest in the RR Interest (including
to a Majority Owned Affiliate of the Retaining Sponsor) shall be null and void ab initio to the extent permitted under applicable
law unless all of the following is provided to the Certificate Administrator: (i) a certification in the form of Exhibit J-5
hereto from the transferor, (ii) a certification in the form of Exhibit J-4 hereto from the transferee and (iii) notice
of the subsequent owner, together with wiring instructions and contact information for such transferee. Notwithstanding anything
else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to the RR Interest unless (x) in
the case of the Retaining Sponsor or its Majority Owned Affiliate, such Person is identified in writing to the Certificate Administrator
as being an RR Interest Owner or (y) in the case of any subsequent transferee, such Person is identified as being an RR Interest
Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders
shall be entitled to treat the RR Interest Owner (in the case of any subsequent RR Interest Owner, as recorded on such ownership
registry) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or
interest in the RR


 






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Interest on the part of any other Person. Any transfer of an interest in the RR Interest that is not in compliance
with this Section 5.3(i) or Section 5.3(j) shall be null and void ab initio to the extent permitted under applicable
law.


 


(j)            
RR Interest; Non-Exempt Owner. The Retaining Sponsor and any subsequent RR Interest Owner shall be deemed by virtue of
its acceptance of the RR Interest to represent to the Trust and the Certificate Administrator (for the benefit of the Borrower)
that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary
during the term of the Agreement, the RR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to
the Certificate Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not
obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage Loan or otherwise under this
Agreement. Without limiting the effect of the foregoing, (a) if an RR Interest Owner is created or organized under the laws of
the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence
by furnishing to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if an RR Interest Owner is not created
or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest
or other amounts by the Borrower is treated for United States income tax purposes as derived in whole or part from sources within
the United States, the RR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate
Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor
forms, as may be required from time to time, duly executed by the RR Interest Owner, as evidence of the RR Interest Owner’s
exemption from the withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated
to make any payment hereunder to an RR Interest Owner in respect of the RR Interest or otherwise until the RR Interest Owner shall
have furnished to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.3(j).


 


(k)        
   Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such
Certificates may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) above
(including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S,
at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(l)            
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall
be limited to transfers made pursuant to the provisions of clause (e) above.


 


(m)           If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to
compliance with the Act, or if a request is made to remove such legend on Certificates, the Certificates so issued shall bear
the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof


 






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comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Act or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


 


(n)          
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.


 


(o)          
No Class E, Class F or Class R Certificate (each, an “ERISA Restricted Certificate”) or the RR Interest may
be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee benefit plan or other
plan subject to the fiduciary responsibility provisions of ERISA or to Section 4975 of the Code or a governmental plan (as
defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”),
or (ii) any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate, other than (in
the case of the Class E or Class F Certificates) an insurance company using assets of its general account under circumstances
whereby such purchase and the subsequent holding of such Class E or Class F Certificates by such insurance company would be exempt
from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under Sections I
and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60, or, in the case of a Plan subject to Similar
Law, where the acquisition, holding or disposition of such Certificate will not constitute or result in a non-exempt violation
under Similar Law. Each prospective transferee of a Class E, Class F or Class R Certificate in the form of a Definitive Certificate
shall deliver to the transferor, the Certificate Registrar and the Certificate Administrator a representation letter, substantially
in the form of Exhibit J-3, stating that the prospective transferee is not a Person described in clause (i)
or (ii) of the preceding sentence. Each transferee of an interest in a Class E or Class F Certificate represented by a
Global Certificate will be deemed to represent that it is not a Person described in clause (i) or (ii) of the second
preceding sentence. No ERISA Eligible Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate,
unless (A) the purchaser is an “accredited investor” within the meaning of Rule 501(a)(1) of Regulation D of the Act
and (B) the acquisition, holding and disposition of such Certificate by the purchaser will not constitute or otherwise result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or a non-exempt violation of Similar Law).
Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall
vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable
Certificates. For the avoidance of doubt, the RR Interest, though not a “Certificate”, shall be treated as a ERISA
Restricted Certificate for purposes of the transfer restrictions set forth above, and subject to the same transfer restrictions
as the Class R Certificates.


 


In
addition, each purchaser of Certificates (other than the Class R Certificates) or any interest therein that is a Plan subject
to Section 406 of ERISA or Section 4975 of the Code (an “ERISA Plan”) or that is acting on behalf of or using
the assets of an ERISA Plan will be deemed to have represented by its acquisition of such Certificates that: (i) none of the Depositor,
the


 






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Trustee, the Initial Purchasers, the Certificate Administrator, the Special Servicer or the Servicer or any of their respective
affiliated entities, has provided any investment recommendation or investment advice on which the ERISA Plan or the fiduciary
making the investment decision for the ERISA Plan has relied in connection with the decision to acquire any such 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 ERISA Plan’s acquisition of any such Certificates (unless an applicable prohibited transaction
exemption is available (all of the applicable conditions of which are satisfied) to cover the purchase or holding of the Certificates
or the transaction is not otherwise prohibited) and (ii) the ERISA Plan fiduciary making the decision to acquire such Certificates
is exercising its own independent judgment in evaluating the investment in such Certificates.


 


(p)          
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual
Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual
Ownership Interest are expressly subject to the following provisions:


 


(i)       
     Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and
shall not acquire or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on
behalf of any Person that is not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of
any change or impending change in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a
Permitted Transferee. Any acquisition of a Residual Ownership Interest by a Person who is not a Permitted Transferee or by a
Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no
effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial
ownership of the Residual Ownership Interest as soon and as fully as possible.


 


(ii)           
No Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit J-1 (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating
that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future,
(2) the proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in
excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with
holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect
to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of
an applicable income tax treaty, of such proposed transferee or any other U.S. Person, (5) the proposed transferee will
not transfer the


 






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Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed
transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee
or other middleman) for a Person that is not a Permitted Transferee, (6) it is a QIB purchasing for its own account, or a
person purchasing for the account of another QIB, and (7) the proposed transferee expressly agrees to be bound by and to
abide by the provisions of this Section 5.3(n) and (y) other than in connection with the initial issuance of
a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit J-2
(the “Transferor Letter”), that the proposed transferor has no
actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that
the proposed transferee’s statements in the Transferee Affidavit are false.


 


(iii)           Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a
Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has
occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman)
in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator
agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to
the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present
value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods
after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing
and furnishing such information to the transferor or to such agent referred to above; provided, however, such Persons
shall in no event be excused from furnishing such information.


 


(iv)          
The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(q)          
No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state
securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register or qualify
the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer of such Certificates without registration or qualification.


 






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(r)            
Notwithstanding anything to the contrary in this Agreement, the initial Holder of any Class R Certificate may not transfer the
Class R Certificates to any Person until the Trust is terminated pursuant to the terms of this Agreement.


 


Section
5.4       Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence
to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar
such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.4,
the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of
the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.4 shall
constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


 


Section
5.5       Persons Deemed Owners. The Servicer, the Special
Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the
Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
as provided in this Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Certificate Registrar, or 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 or the RR Interest Owner has been provided an Investor/Interest
Owner Certification by a Beneficial Owner (or prospective transferee of a Certificate), such party to this Agreement shall distribute
such report, statement or other information to such Beneficial Owner (or such prospective transferee).


 


Section
5.6        Access to List of Certificateholders’ Names and
Addresses; Special Notices.


 


The
Certificate Registrar shall maintain in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor/Interest Owner Certification
(a) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states
that such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement
or under the Certificates and (c) provides a copy of the communication which such Certificateholder proposes to transmit,
then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder
access during normal business hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding
a Certificate, agrees that the Certificate Registrar and the Certificate Administrator shall not be held accountable by reason
of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source from which
such information was derived. The Servicer, the Special Servicer, the Trustee and the Depositor


 






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shall be entitled to a list of
the names and addresses of Certificateholders from time to time upon request therefor and any reasonable costs associated therewith
shall be a Trust Fund Expense.


 


Upon
the written request of any Certificateholder, Beneficial Owner or the RR Interest Owner that (a) has provided an Investor/Interest
Owner Certification, (b) states that such Certificateholder, Beneficial Owner or the RR Interest Owner desires the Certificate
Administrator to transmit a notice to all Certificateholders, Beneficial Owner or the RR Interest Owner stating that such Certificateholder,
Beneficial Owner or the RR Interest Owner wishes to be contacted by other Certificateholders, Beneficial Owners or the RR Interest
Owner, setting forth the relevant contact information and briefly stating the reason for the requested contact (a “Special
Notice”) and (c) provides a copy of the Special Notice which such Certificateholder, Beneficial Owner or
the RR Interest Owner proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s
Website pursuant to Section 8.14(b) and shall mail such Special Notice to all Certificateholders at their respective
addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering
any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder and Beneficial Owner,
by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall
be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information
set forth in such Special Notice.


 


Section
5.7       Maintenance of Office or Agency. The Certificate
Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the
Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at Computershare Trust
Company, National Association, 600 South 4th Street, 7th Floor, MAC, Minneapolis, MN 55415 as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Loan Parties of any change in the
location of the Certificate Register or any such office or agency.


 


ARTICLE
6.



THE DEPOSITOR, THE SERVICER and THE SPECIAL SERVICER


 


Section
6.1       Respective Liabilities of the Depositor, the Servicer
and the Special Servicer. The Depositor, the Servicer and the Special Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement.


 


Section
6.2       Merger or Consolidation of the Servicer or the Special
Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under
the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent
necessary to perform its duties under this Agreement.


 


Any
Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the business of the
Servicer or


 






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the Special Servicer shall be the successor of the Servicer or Special Servicer, as the case may be, hereunder, and
shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without
the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, unless such successor or surviving Person is the Servicer or the Special Servicer,
each of the Certificate Administrator and the Trustee shall have received a Rating Agency Confirmation before any such surviving
Person shall be deemed to be the successor of the Servicer or the Special Servicer, as the case may be, hereunder.


 


Section
6.3       Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others. (a) Neither the Depositor, the Servicer, the Special Servicer nor any of their respective
directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the
Certificateholders, the RR Interest Owner, any Companion Loan Holder or the Directing Certificateholder for any action taken or
for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction
of Certificateholders, the RR Interest Owner or the Companion Loan Holders that does not violate any law or Accepted Servicing
Practices or the provisions of this Agreement or the Co-Lender Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach
of warranties or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder.
The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers,
partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted
by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective
directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling
Persons”), shall be indemnified by the Trust (in accordance with the procedures set forth in Section 3.4(c))
and held harmless against any loss, liability, claim, demand or expense (including reasonable legal fees and expenses and costs
of enforcing this indemnity) incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures,
judgments or liabilities relating to this Agreement, the Mortgage Loan, the Co-Lender Agreement, the Property, the Certificates
or the RR Interest Owner (except as any such loss, liability or expense shall be otherwise reimbursable and reimbursed pursuant
to this Agreement), other than any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence
by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder.
Neither the Depositor, the Servicer nor Special Servicer shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense
or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion,
undertake any such action which it may deem necessary or desirable (in the case of the Servicer or Special Servicer, in accordance
with Accepted Servicing Practices) in respect of this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust,
and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from
funds on deposit in the Collection Account or the Distribution Account.


 






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Subject to Section 6.6, neither the Servicer
nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates or the RR
Interest or of the proceeds of such Certificates or the RR Interest or for the use or application by the Trustee or Certificate
Administrator of any funds paid to the Trustee or the Certificate Administrator, as applicable, in respect of the Mortgage Loan
deposited into or withdrawn from the Distribution Account or any account (other than the Collection Account and the Foreclosed
Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement)
maintained by or on behalf of the Trustee or the Certificate Administrator (except to the extent that any such account is held
by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments
made with the Servicer or the Special Servicer in its commercial capacity).


 


(b)          
In order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, may be required to
obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with
the Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special
Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for
such party in order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)           
The Depositor shall not have rights or be obligated to monitor or supervise the performance of the Servicer, the Special Servicer,
the Trustee or the Certificate Administrator under this Agreement.


 


Section
6.4       Servicer and Special Servicer Not to Resign; Replacement
of Servicer or Special Servicer. (a) Each of the Servicer and Special Servicer may resign and assign its rights and delegate
its duties and obligations under this Agreement to any Person or to an entity, provided that:


 


(i)           
the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage
servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United
States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the
Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee
an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the
due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the
Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however
that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be
performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the
Trustee, such approval not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer
or the Special Servicer, as the case may be, as provided in Section 2.5 or 2.6, as applicable, and (D) shall
not be a Borrower Affiliate;


 


(ii)           
Rating Agency Confirmation has been received;


 






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(iii)          
the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that
arose prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)          
the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;
and


 


(v)           
the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agency for any
expenses of such assignment, sale or transfer.


 


Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder.


 


(b)          
Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer
nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance
of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee, the Depositor, and, so long as no Consultation
Termination Event is continuing, the Directing Certificateholder. No resignation by the Servicer or the Special Servicer, as applicable,
under this Agreement shall become effective until the Trustee or a successor Servicer or Special Servicer, as applicable, shall
have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer and the Special Servicer
may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. In connection
with any such resignation, the successor special servicer shall either (i) prior to a Control Event, be appointed by the
Directing Certificateholder in accordance with Section 7.1; or (ii) after a Control Event, be appointed by the
Trustee and otherwise satisfy the requirements for a successor special servicer set forth in Section 6.4(a).


 


Section
6.5        Ethical Wall.


 


(a)           
The Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that
divisions and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer
Investment Personnel”) will not obtain Confidential Information from the division and individuals of the Servicer
who are involved in the performance of the duties of the Servicer hereunder (such divisions and individuals, “Servicer
Servicing Personnel”) and the Servicer Servicing Personnel will not obtain information regarding Investments
from Servicer Investment Personnel. The Servicer represents that policies and procedures restricting the flow of information exist,
and shall be maintained by the Servicer, between Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel,
on the other, and that such policies and procedures restricting the flow of information operate in both directions so as to include
(a) policies and procedures against the disclosure of Confidential Information from Servicer Servicing Personnel to Servicer
Investment Personnel and (b) policies


 






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and procedures against the disclosure of information regarding Investments from Servicer
Investment Personnel to Servicer Servicing Personnel. The senior management personnel of the Servicer and/or its Affiliate who
have obtained Confidential Information in the course of their exercise of general managerial responsibilities may not participate
in or use that information to influence Investment Decisions; nor may they pass that information to others for use in such activities;
nor may such senior management personnel who have obtained information regarding Investments in the course of their exercise of
general managerial responsibilities use that information to influence servicing recommendations. Notwithstanding anything herein
to the contrary, the delivery or provision by the Servicer of information or reports as required by this Agreement shall not constitute
a violation or default of this Section 6.5(a).


 


(b)          
The Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure
that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not use Confidential Information received from the division and individuals
of the Special Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and
individuals, “Special Servicer Servicing Personnel”) in a manner that
violates any applicable law including, but not limited to, any securities laws and the Special Servicer Investment Personnel will
not provide information regarding its decisions relating to Investments in the Certificates to Special Servicer Servicing Personnel.
The Special Servicer represents that policies and procedures restricting the flow of information exist, and shall be maintained
by the Special Servicer, between Special Servicer Investment Personnel, on the one hand, and Special Servicer Servicing Personnel,
on the other, and that such policies and procedures restricting the flow of information operate in both directions so as to include
(a) policies and procedures against the disclosure of Confidential Information from Special Servicer Servicing Personnel
to Special Servicer Investment Personnel and (b) policies and procedures restricting the disclosure of information regarding
Special Servicer Investment Personnel decisions relating to Investments in the Certificates to Special Servicer Servicing Personnel.
The senior management personnel of the Special Servicer and/or its Affiliate who have obtained Confidential Information in the
course of their exercise of general managerial responsibilities may not use that information to influence Investment Decisions
with respect to the Certificates; nor may they pass that information to others for use in such activities, to the extent the use
of such Confidential Information violates the securities laws; nor may such senior management personnel who have obtained information
regarding Investments in the course of their exercise of general managerial responsibilities use that information to influence
servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision by the Special Servicer
of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(b).


 


The
Servicer and the Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all
non-confidential, non-proprietary records, including those in electronic form, documentation, records or any other information
regarding the Trust Loan that are in its possession or control hereunder and access to its officers responsible therefor. The
Depositor shall not have any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer
and is not obligated to supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


 






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Section
6.6       Indemnification by the Servicer, the Special Servicer
and the Depositor. (a) Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall
indemnify and hold harmless the Trust from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are
based upon (i) a breach by the Servicer, the Special Servicer or the Depositor, as applicable, of its representations and
warranties, as applicable, under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer,
the Special Servicer or the Depositor in the performance of such obligations or its negligent disregard of its obligations and
duties under this Agreement.


 


(b)          
Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion Loan
Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, fees and expenses that the Companion Loan Holders may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its
obligations and duties hereunder.


 


ARTICLE
7.



SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


Section
7.1       Servicer Termination Events; Special Servicer Termination
Events. (a) “Servicer Termination Event,” or “Special Servicer Termination Event”
wherever used herein with respect to the Servicer or the Special Servicer, as the case may be, means any one of the following
events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body:


 


(i)           
any failure by the Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it
(other than Advances described under clause (ii) below) when required to be remitted under the terms of this
Agreement by 11:00 a.m., New York time, on the Business Day following the day on which such remittance was required to be
made;


 


(ii)           
any failure of the Servicer to (a) make any Monthly Payment Advance required to be made pursuant to this Agreement on or
prior to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date,
(b) make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance
Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) make any Property Protection
Advance required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for ten (10) Business
Days (or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of
real estate taxes or ground rents) following the day on which the Servicer receives notice of such lapse or


 






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delinquency thereof
or should have received such notice if it had been acting in accordance with Accepted Servicing Practices;


 


(iii)          
any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of
its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall
continue unremedied for a period of thirty (30) days after the day on which written notice of such failure shall have been
given to the Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable,
and the Trustee by the Holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting Rights of all then
outstanding Sequential Pay Certificates or, with respect to a Companion Loan affected by such breach, by the related Companion
Loan Holder; provided, however, that, with respect to any such failure that is not curable within such thirty (30) day
period, the Servicer or the Special Servicer, as appropriate, will have an additional cure period of thirty (30) days to
effect such cure so long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure within the
initial thirty (30) day period and has provided the Trustee with an officer’s certificate certifying that it has diligently
pursued, and is continuing to diligently pursue, such cure;


 


(iv)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided,
however, that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty
(60) day period, the Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days
to effect such discharge, dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged
or stayed within the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge,
dismissal or stay;


 


(v)           
the Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator
or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation,
or similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


 


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


 


(vii)         
Moody’s (1) has qualified, downgraded or withdrawn its ratings of one or more Classes of Certificates, or (2) has placed
one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal and, in
the case of


 






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either of clauses (1) or (2), publicly citing servicing concerns with the Servicer or the Special Servicer, as the
case may be, as the sole or material factor in such action (and such qualification, downgrade, withdrawal or “watch status”
placement has not been withdrawn by Moody’s within 60 days of such event);


 


(viii)         a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of
Companion Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in
contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing
concerns with the Servicer or the Special Servicer, as applicable as the sole or material factor in such rating action (and such
qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating
Agency within sixty (60) days of such event); and


 


(ix)           so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or Special
Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered
to such Other Securitization Trust as required by this Agreement to enable such Other Securitization Trust to comply with its
reporting obligations under the Exchange Act within 5 Business Days of such failure to comply with the requirements set forth
in Article 13, including any applicable grace periods (and any Sub-Servicing Entity that defaults in accordance with
this Section 7.1(a)(ix) shall be terminated at the direction of the Depositor).


 


(b)          
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall, upon actual knowledge
by a Responsible Officer or receipt of notice from the Servicer or the Special Servicer, promptly notify the Certificate Administrator
in writing. The Certificate Administrator shall, upon receipt of such notice (or receipt of a notice from the Servicer or the
Special Servicer of the occurrence of a Servicer Termination Event or Special Servicer Termination Event), (i) post such
notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), (ii) provide such notice
to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant
to Section 8.14(b), (iii) provide notice to the Companion Loan Holders, and (iv) provide notice of the same
to the Certificateholders and the RR Interest Owner by mail, to the addresses set forth on the Certificate Register, unless the
related Servicer Termination Event or Special Servicer Termination Event, as applicable, shall have been cured or waived. For
avoidance of doubt, (i) the occurrence of a Servicer Termination Event with respect to the Servicer shall not cause there
to have occurred a Special Servicer Termination Event with respect to the Special Servicer unless the relevant event also constitutes
a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer Termination Event with respect to the
Special Servicer shall not cause there to have occurred a Servicer Termination Event with respect to the Servicer unless the relevant
event also constitutes a Servicer Termination Event. Notwithstanding anything herein to the contrary, the Depositor shall have
the right, but not the obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event
of which the Depositor becomes aware.


 






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(c)           
If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Sequential Pay Certificates having at least 25% of the Voting Rights
(taking into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of
the Certificates) of the Sequential Pay Certificates or, if affected thereby, of the applicable Companion Loan Holders (solely
with respect to a Special Servicer Termination Event), the Trustee shall terminate all of the rights and obligations of the Servicer
or the Special Servicer, as applicable, under this Agreement, other than rights and obligations accrued prior to such termination,
and in and to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer, as applicable;
provided that, notwithstanding anything to the contrary, if a Special Servicer Termination Event under clauses (i),
(iii), (ix) and/or (x) of Section 7.1(a) only has an adverse effect on a Companion
Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, but has no adverse effect on the Trust Loan, the Certificateholders
or a rating on any of the Certificates, then (A) the Special Servicer shall not be terminated by the Trustee pursuant to
clause (i) above of this sentence without the written direction of the affected Companion Loan Holders or upon
the written direction of the Holders of Certificates pursuant to clause (ii) above of this sentence, and (B) (x) with
respect to a Special Servicer Termination Event under clause (x) of Section 7.1(a), the related Other
Depositor shall be able to require termination of the Special Servicer pursuant to clause (ii) above of this
sentence. In addition, (A) if any Servicer Termination Event on the part of the Servicer affects a Companion Loan, a Companion
Loan Holder or a rating on any Companion Loan Securities, and if the Servicer is not otherwise terminated or (B) if a Servicer
Termination Event on the part of the Servicer affects only a Companion Loan, a Companion Loan Holder or a rating on any Companion
Loan Securities, then the Servicer may not be terminated by or at the direction of the related Companion Loan Holder or the holder
of any Companion Loan Securities, but upon the written direction of the related Companion Loan Holder, the Servicer will be required
to appoint a sub-servicer that will be responsible for servicing the Mortgage Loan. Upon any termination of the Servicer or the
Special Servicer, as applicable, or appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee
shall notify the Certificate Administrator and the Certificate Administrator shall post such written notice thereof on the Certificate
Administrator’s Website and provide the same to the 17g-5 Information Provider who shall post written notice thereof to
the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, give written notice to
the Depositor, the Companion Loan Holders, the RR Interest Owner and the Certificateholders by mail to the addresses set forth
in the Certificate Register. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the
obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor
becomes aware. Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right
to select the successor special servicer following any Special Servicer Termination Event.


 


(d)          
Prior to the occurrence and continuance of a Control Event, and subject to the right of the Certificateholders to approve the
replacement of the Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section 7.1(i),
the Directing Certificateholder shall have the right to direct the Trustee to terminate the Special Servicer (subject to such
terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other
rights set forth in this Agreement which survive


 






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termination) at any time, with or without cause, and the Directing Certificateholder
shall have the right to, and shall, appoint a successor special servicer who shall execute and deliver to the other parties hereto
an agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume
and perform punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall
have received a Rating Agency Confirmation from each Rating Agency prior to the termination of the Special Servicer. The Special
Servicer shall not be terminated pursuant to this paragraph until a successor special servicer shall have been appointed. The
Directing Certificateholder shall pay any costs and expenses incurred by the Trustee or the Trust in connection with the removal
and appointment of a Special Servicer pursuant to this paragraph (unless such removal is based on any of the events or circumstances
set forth in Section 7.1(a)). Notwithstanding anything to the contrary in this Agreement, no successor special servicer
appointed by the Directing Certificateholder (including, without limitation, the initial Special Servicer) pursuant to Section 6.4,
Section 7.1(c) or this Section 7.1(d) or otherwise pursuant to this Agreement shall be required
to meet any independent net worth or similar financial covenant; provided, however, that notwithstanding the foregoing,
any successor special servicer (i) shall satisfy the eligibility requirements applicable to the Special Servicer contained in
this Agreement; (ii) shall not be a Borrower Affiliate or the current special servicer or an affiliate, subservicer or agent of
the current special servicer of the Mezzanine Loan (or be engaged to perform any special servicing duties whatsoever with regard
to the Mezzanine Loan or own any interest in the Mezzanine Loan, including without limitation any securities issued in connection
with any securitization of the Mezzanine Loan); and (iii) shall satisfy any Rating Agency conditions set forth in the Rating
Agency Confirmation delivered by such Rating Agency with respect to such successor special servicer and any other conditions as
set forth in this Agreement.


 


Notwithstanding
the foregoing, if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion
Loan or the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction
of the Companion Loan Holder or the Depositor (in the case of clause (x) of the definition “Servicer
Termination Event”), will be required to direct the Servicer to (and the Servicer shall) appoint a sub-servicer
that will be responsible for servicing the Mortgage Loan, or if the Mortgage Loan is currently being sub-serviced, then the Trustee
will be required to direct the Servicer to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only
if such original sub-servicer is in default (beyond any applicable cure periods) under the related sub-servicing agreement, and
the Servicer is permitted to terminate the sub-servicing agreement due to such default); provided that the Servicer shall
be required to obtain a Rating Agency Confirmation from each Rating Agency (including a Companion Loan Rating Agency Confirmation)
with respect to the appointment of such sub-servicer (at the expense of the Servicer).


 


(e)           
[Reserved].


 


(f)           
During the continuance of a Control Event, upon the written direction of Holders of Sequential Pay Certificates evidencing not
less than 25% of the Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts to notionally
reduce the Certificate Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special
Servicer with a new special servicer designated in such written direction (which must be a Qualified Replacement Special Servicer),
the Certificate Administrator shall promptly


 






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post such written direction to the Certificate Administrator’s Website pursuant
to Section 8.14(b). Upon (i) delivery by such Holders to the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a new Special Servicer
(which confirmation shall be obtained at the expense of such holders) and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses)
to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses will not be
additional Trust Fund Expenses), the Certificate Administrator shall promptly post written notice of a request for such a vote
to the Certificate Administrator’s Website pursuant to Section 8.14(b), provide written notice to all Certificateholders
of such request by mail, and shall conduct the solicitation of votes of all Certificates. Such votes will be effective only if
received by the Certificate Administrator within 180 days of the posting of such notice on the Certificate Administrator’s
Website. Any votes not received within such 180-day period shall be of no force and effect. If Holders of Sequential Pay Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum vote in favor of replacing the Special Servicer within such 180-day
period, the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of the rights (subject to such
terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other
rights set forth in this Agreement which survive termination) and obligations of the Special Servicer under this Agreement and
appoint the successor Special Servicer designated by such Certificateholders; provided, however, such successor
Special Servicer shall (i) satisfy the eligibility requirements applicable to the Special Servicer contained in this Agreement
and (ii) not also be a Borrower Affiliate, the current Special Servicer or an affiliate of the current Special Servicer of
the Mezzanine Loan (or be engaged to perform any special servicing duties whatsoever with regard to the Mezzanine Loan or own
any interest in the Mezzanine Loan, including without limitation any securities issued in connection with any securitization of
the Mezzanine Loan). The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to
the benefit of solely the Certificateholders and the Trustee as between each other. As between the Special Servicer, on the one
hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote for
the termination or not vote for the termination of the Special Servicer. The Holders of the Certificates that initiated the vote
to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal and replacement of the
Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on each Distribution Date Statement a
statement that each Certificateholder and the RR Interest Owner may access such notices on the Certificate Administrator’s
Website and that each Certificateholder and the RR Interest Owner may register to receive e-mail notifications when such notices
are posted thereon.


 


(g)          
[Reserved].


 


(h)          
In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall notify
the Certificate Administrator of the effective date of the Servicer’s or Special Servicer’s, as the case may be, termination
and the Certificate Administrator shall, upon receiving such notice, notify the outgoing Servicer or Special Servicer, as the
case may be, of the effective date of its termination, and the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Certificate Administrator, and the 17g-5 Information Provider (who shall post


 






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it
to its website)), terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loan and the proceeds
thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder, to the Excess Servicing Fee Right,
and to any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts
accrued or owing to it under this Agreement with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated Party of
such written notice, subject to the foregoing, all of its authority and power under this Agreement, whether with respect to the
Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that
it is a Certificateholder) or the Mortgage Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to
and under this Section 7.1 (absent the appointment of a successor, and such successor’s assumption of obligations
hereunder) and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Servicer or Special Servicer’s rights and obligations
with respect to the Mortgage Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each
agrees that, in the event it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b),
to promptly (and in any event no later than ten (10) Business Days subsequent to such notice) provide, at its own expense,
the Terminating Party (which term shall include for the purposes of the remainder of this Section 7.1(g), the Trustee
(or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.1(g),
the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property Account or shall thereafter be received with respect to the Mortgage Loan,
and shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (which may include
the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in
such form as the Terminating Party or such successor Servicer or Special Servicer, as applicable, shall reasonably request (including
electronic form), to enable it to assume the function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable
costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred in connection
with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as applicable,
and amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the Terminated
Party upon presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed the
Terminating Party or such successor Servicer or Special Servicer, as applicable, for such expenses within ninety (90) days
after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c);
provided that the Terminated Party


 






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shall not thereby be relieved of its liability for such expenses. Notwithstanding the
foregoing, in the event that the Special Servicer is terminated without cause pursuant to this Section 7.1, all costs
and expenses incurred or payable by the terminated Special Servicer under this Section 7.1 shall be paid by the Trust
Fund, except that such costs shall be paid by the Directing Certificateholder, if the Special Servicer is terminated under Section
7.1(d) and shall be paid by the Certificateholders who initiated the vote to replace the Special Servicer pursuant to Section
7.1(f) if the Special Servicer is terminated under Section 7.1(f), as applicable.


 


Section
7.2        Trustee to Act; Appointment of Successor.


 


(a)           
On and after the time the Servicer or Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1,
or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under
Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer
under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and,
except as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating
thereto and arising thereafter placed on the Terminated Party by the terms and provisions hereof; provided, however,
that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be)
shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and
(ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s
failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by
this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor
Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided
to the Trustee under this Agreement. The appointment of a successor Servicer or Special Servicer, as the case may be, shall not
affect any liability of the Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall
not be liable for any of the representations and warranties of the Terminated Party herein or in any related document or agreement,
for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the Terminated
Party nor shall the Terminating Party or any successor Servicer or Special Servicer be required to purchase the Mortgage Loan
hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special Servicer, as the case may be, shall
be entitled to all compensation with respect to the Mortgage Loan to which the Terminated Party would have been entitled that
accrues after the date of the Terminating Party’s succession to which the Terminated Party would have been entitled if it
had continued to act hereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, if the Holders of Sequential
Pay Certificates having greater than 25% of the aggregate Voting Rights (taking into account the application of the Trust Appraisal
Reduction Amount to notionally reduce the Certificate Balances of the Certificates) of all then outstanding Sequential Pay Certificates
so request in writing to the Trustee, or the Trustee is not approved by each Rating Agency as a Servicer or Special Servicer,
as the case may be, as evidenced by a Rating Agency


 






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Confirmation, or if a Rating Agency do not provide a Rating Agency Confirmation
with respect to the succession of the Trustee as Servicer or Special Servicer, as the case may be, promptly appoint, or petition
a court of competent jurisdiction to appoint, any established Mortgage Loan servicing institution reasonably satisfactory to the
Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the Servicer or Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or
Special Servicer, as applicable, hereunder. No appointment of a successor to a Terminated Party hereunder shall be effective until
the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending
appointment of a successor to a Terminated Party hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in the applicable capacity as herein above provided. Any appointment or succession by the Trustee to the rights
and obligations of the Special Servicer hereunder shall be subject to the Directing Certificateholder’s right to replace
the Special Servicer prior to the occurrence and continuance of a Control Event. In connection with such appointment and assumption
described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage
Loan as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that
permitted the Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations
of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted
the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Servicer (as applicable),
the Special Servicer (as applicable) and such successor shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession.


 


(b)          
Notwithstanding Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due to
a Servicer Termination Event under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides
the Trustee with the appropriate “request for proposal” materials within five (5) Business Days after such termination,
then such Servicer shall continue to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter
(using such “request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the
rights to master service the Mortgage Loan from at least three (3) Persons qualified to act as successor Servicer hereunder
in accordance with Section 6.4 and Section 7.2 for which the Trustee has received Rating Agency Confirmation
(any such Person so qualified, a “Qualified Bidder”) or, if three
(3) Qualified Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided,
however, that (i) at the Trustee’s request, the terminated Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; and (ii) the Trustee shall not be responsible if less than three (3) or no Qualified
Bidders submit bids for the right to master service the Mortgage Loan under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement as successor Servicer with respect
to the Mortgage Loan, and to agree to be bound by the terms hereof, within forty-five (45) days after the receipt by the
terminated Servicer of a notice of termination. The Trustee shall solicit bids (i) on the basis of such successor Servicer
entering into a Sub-Servicing Agreement with the terminated Servicer to service the Mortgage Loan at a sub-servicing fee rate
per annum equal to the excess of the Servicing Fee Rate over the Excess Servicing Fee Rate (each, a “Servicing-Retained
Bid”) and (ii) on the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated
Servicer (each, a “Servicing-Released Bid”). The Trustee shall select
the Qualified Bidder with the highest cash


 






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Servicing-Retained Bid (or, if none, the highest cash Servicing-Released Bid) (the
“Successful Bidder”) to act as successor Servicer hereunder. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated
above), no later than forty-five (45) days after the termination of the terminated Servicer. Upon the assignment and acceptance
of the servicing rights hereunder to and by the Successful Bidder, the Certificate Administrator shall remit or cause to be remitted
to the terminated Servicer the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer,
it may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation
as successor Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor
to the resigning or terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce
such Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.


 


Section
7.3        [Reserved].


 


Section
7.4       Other Remedies of Trustee. During the continuance
of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, or so long as such Servicer Termination
Event or Special Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in
Section 7.1, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter
existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights
and remedies, of the Certificateholders, the RR Interest Owner and the Companion Loan Holders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In
such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from
the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall
be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay
or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer
Termination Event or Special Servicer Termination Event.


 


Section
7.5       Waiver of Past Servicer Termination Events and Special
Servicer Termination Events. The Holders of Sequential Pay Certificates evidencing not less than 66 2/3% of the aggregate
Voting Rights of all then outstanding Sequential Pay Certificates may, on behalf of all Certificateholders and upon adequate indemnification
of the Trustee by the requesting Holders of Certificates, waive any default by the Servicer or the Special Servicer in the performance
of its obligations hereunder and its consequences, except a default in making any required deposits (including Monthly Payment
Advances) to or payments from the Collection Account, the Distribution Account or any Foreclosed Property Account or in remitting
payments


 






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as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall
cease to exist, and the related Servicer Termination Event or Special Servicer Termination Event arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair
any right related thereto.


 


Section
7.6       Trustee as Maker of Advances. In the event that the
Servicer fails to fulfill its obligations hereunder to make any Advances, the Servicer shall notify the Trustee of its failure
to make such Advances as promptly as possible, but in the case of any Monthly Payment Advances no later than 3:00 p.m. (New
York time) on the related Remittance Date, and the Certificate Administrator shall notify the Trustee of the Servicer’s
failure to make any Advances as promptly as possible, but in the case of any Monthly Payment Advances no later than 6:00 p.m.
(New York time) on the related Remittance Date. The Trustee shall, subject to its own determination of recoverability (made in
the same manner as required of the Servicer pursuant to the terms of this Agreement), perform such obligations (w) within
five (5) Business Days (or such shorter period (but not less than one (1) Business Day) as may be required, if applicable,
to avoid any lapse in insurance coverage required under the Mortgage Loan Documents or this Agreement with respect to the Property
or to avoid any foreclosure or similar action with respect to the Property by reason of failure to pay real estate taxes, assessments,
ground rents or governmental charges) of a Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer
or the Special Servicer with respect to Property Protection Advances and Administrative Advances and (x) by 12:00 noon New
York time on the related Distribution Date with respect to Monthly Payment Advances provided that the Trustee has received
notice from the Servicer or the Certificate Administrator by 6:00 p.m. (New York time) on the Remittance Date of the failure
of the Servicer to make a required Monthly Payment Advance. With respect to any such Advance made by the Trustee, the Trustee
shall succeed to all of the Servicer’s rights with respect to Advances hereunder, including, without limitation, the rights
of reimbursement and interest on each Advance at the Advance Rate, and rights to determine that a proposed Advance is a Nonrecoverable
Advance (without regard to any impairment of any such rights of reimbursement caused by such Servicer’s default in its obligations
hereunder and further subject to the Trustee’s standard of good faith judgment); provided, however, that if
Advances made by the Trustee and/or the Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued
and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Servicer for such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively
rely on any notice given by the Servicer with respect to a Nonrecoverable Advance hereunder. The Trustee shall notify the master
servicer and trustee with respect to each Other Securitization Trust of the amount of any Monthly Payment Advance made by it pursuant
to this Section 7.6 within two (2) Business Days of making such advance.


 






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ARTICLE
8.



THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section
8.1       Duties of the Trustee and the Certificate Administrator.
(a) Each of the Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event or Special
Servicer Termination Event, as the case may be, and after the curing or waiver of any Servicer Termination Event or Special Servicer
Termination Event that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only such duties
as are specifically set forth in this Agreement. Neither the Depositor nor the Servicer nor the Special Servicer shall be obligated
to monitor or supervise the performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer
Termination Event or Special Servicer Termination Event has occurred (which has not been cured or waived), the Trustee, subject
to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this
Agreement, and shall use the same degree of care and skill in their exercise, as a prudent institution would exercise or use under
the circumstances in the conduct of such institution’s own affairs. Any permissive right of the Trustee or the Certificate
Administrator set forth in this Agreement shall not be construed as a duty. The Trustee (or the Servicer or the Special Servicer
on its behalf) and the Certificate Administrator (or the Servicer or the Special Servicer on its behalf), as applicable, shall
have the power to exercise all the rights of a holder of the Mortgage Loan on behalf of the Certificateholders, the RR Interest
Owner and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization Trust, the related Other Depositor
and any other party to any Other Pooling and Servicing Agreement), subject to the terms of the Mortgage Loan Documents, the Co-Lender
Agreement and the Intercreditor Agreement; provided, however, that the Lender’s obligations under the Mortgage
Loan Documents shall be exercised by the Servicer or Special Servicer, as the case maybe, pursuant to this Agreement.


 


(b)          
Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee
or the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall
examine, or cause to be examined, such instruments to determine whether they conform to the requirements of this Agreement to
the extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this
Agreement in a material manner, the Trustee and the Certificate Administrator shall take such action as it deems appropriate to
have the instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s
reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)           
Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be
imposed by reason of its negligence, willful misconduct or bad faith; provided, however, that:


 


(i)         
   No implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate
Administrator and each of the Trustee and the


 






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Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates, resolutions, certificates,
statements, opinions, reports, documents, orders, opinions or other instruments furnished to the Trustee and/or the
Certificate Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to
be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder;


 


(ii)           
neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate
Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)          
neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the
aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, under this Agreement;


 


(iv)          
neither the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default or any
failure by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1
or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable,
may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains
actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives
written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates; and


 


(v)           
neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense
or liability and for which it would not be indemnified for pursuant to this Agreement.


 


(d)          
None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to
(i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be
responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement,
except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties,


 






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powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement.
Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall
have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless
the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided further that in any such
capacity each of the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided
to it as Trustee and Certificate Administrator hereunder, as applicable.


 


Section
8.2            Certain Matters Affecting the Trustee and the Certificate
Administrator. (a) Except as otherwise provided in Sections 8.1:


 


(i)        
   each of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer’s Certificate, direction of the Depositor,
auditor’s certificate or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;


 


(ii)            each of the Trustee and the Certificate Administrator may consult with counsel, and any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;


 


(iii)          
neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders or the RR Interest Owner, pursuant to the provisions of this Agreement, unless such
Certificateholders or the RR Interest Owner shall have offered to the Trustee or the Certificate Administrator security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities, including reasonable legal fees, which may be incurred
therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee or the Certificate
Administrator of the obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as
the case may be, that a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has actual knowledge
of (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct
of such Person’s own affairs;


 


(iv)          
neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement;


 


(v)           
prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing or
waiver of such Servicer Termination


 






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Event or Special Servicer Termination Event that may have occurred, neither the Trustee nor
the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that
if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities
likely to be incurred by either party in the making of such investigation is, in the opinion of the Trustee or the Certificate
Administrator, not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms
of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require indemnity reasonably satisfactory
to it against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such
investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates
to a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing,
and otherwise by the Certificateholders requesting the investigation;


 


(vi)           each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, affiliates or attorneys selected by it with due care, but the Certificate Administrator
and the Trustee shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents, affiliates
or attorneys;


 


(vii)          each of the Trustee and the Certificate Administrator shall not be liable for any loss on any investment of funds made by the
Trustee or the Certificate Administrator, as applicable, pursuant to the terms of this Agreement, provided, however,
this clause (vii) shall not relieve the Trustee or the Certificate Administrator (solely in their respective
commercial capacities and not in their respective capacities hereunder) of any liabilities with respect to investments issued
by such entity, as applicable, in their respective commercial capacities;


 


(viii)         neither the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder solely by reason of any act
or failure to act of any predecessor or successor Trustee or Certificate Administrator hereunder;


 


(ix)           
neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with
the execution and performance of its duties hereunder;


 


(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;


 






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(xi)           
other than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the Certificate
Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action;


 


(xii)           nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect
to their rights and protections relative to the Trust; and


 


(xiii)          nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 


Except
as otherwise specifically provided herein, each of the Trustee and the Certificate Administrator shall be entitled to all of the
same rights, protections, immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may
be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5
Information Provider, paying agent and Authenticating Agent).


 


(b)          
Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the
Trust Fund not specifically contemplated by this Agreement.


 


(c)           
All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates and the RR Interest Owner,
subject to the provisions of this Agreement.


 


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


 


Section
8.3            Neither the Trustee nor the Certificate Administrator
is Liable for Certificates or the Mortgage Loan. The recitals contained herein and in the Certificates (other than the signature
and authentication of the Certificate Administrator on the Certificates) shall not be taken as the statements of the Trustee or
the Certificate Administrator and the Trustee and the Certificate Administrator assume no responsibility for their correctness.
The Trustee and the Certificate Administrator make no representation as to the validity or sufficiency of this Agreement


 






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(other
than its execution of this Agreement), the Certificates, the Trust Loan, the RR Interest, the Companion Loan or of the Mortgage
Loan or related documents except as expressly set forth herein. The Trustee and the Certificate Administrator shall not be liable
for any action or failure of any action by the Depositor, the Servicer or the Special Servicer hereunder. The Trustee and the
Certificate Administrator shall not at any time have any responsibility or liability for or with respect to the legality, validity
or enforceability of the Mortgage or the Mortgage Loan, or the perfection and priority of the Mortgage or the maintenance of any
such perfection and priority, or for or with respect to the efficacy of the Trust Fund or its ability to generate the payments
to be distributed to Certificateholders and the RR Interest Owner under this Agreement, including, without limitation, the existence,
condition and ownership of the Property; the existence and enforceability of any hazard insurance thereon; the validity of the
assignment of the Trust Loan to the Trust; the performance or enforcement of the Trust Loan (other than with respect to the Servicer
or Special Servicer, if the Trustee shall assume the duties of the Servicer and/or Special Servicer, respectively, pursuant to
Section 7.2 and then only to the extent of the obligations of the Servicer or Special Servicer, as applicable, hereunder);
the compliance by the Depositor, the Loan Parties, the Servicer and the Special Servicer with any warranty or representation made
under this Agreement or in any related document or the accuracy of any such warranty or representation made under this Agreement
or in any related document prior to the Trustee’s receipt of notice or other discovery of any noncompliance therewith or
any breach thereof; any investment of monies by or at the direction of the Servicer or the Special Servicer or any loss resulting
therefrom (other than investments made with the Trustee or the Certificate Administrator in its commercial capacity); the failure
of the Servicer, the Special Servicer or any sub-servicer to act or perform any duties required of it hereunder; or any action
by the Trustee or the Certificate Administrator taken at the direction of the Servicer or the Special Servicer (other than with
respect to the Trustee, if the Trustee shall assume the duties of the Servicer or the Special Servicer); provided, however,
that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to perform
its duties under this Agreement. Except with respect to a claim based on either the Trustee’s or the Certificate Administrator’s
negligent action, negligent failure to act or willful misconduct (or such other standard of care as may be provided herein with
respect to any particular matter), no recourse shall be had for any claim based on any provisions of this Agreement, the Certificates,
the RR Interest, the Mortgage, the Property or the Trust Loan or assignment thereof against the Trustee or the Certificate Administrator,
as applicable, in its respective individual capacity, and neither the Trustee nor the Certificate Administrator shall have any
personal obligation, liability or duty whatsoever to any Certificateholder, the RR Interest Owner or any other Person with respect
to any such claim, and any such claim shall be asserted solely against the Trust Fund or any indemnitor who shall furnish indemnity
as provided in this Agreement. Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing
any financing or continuation statements in any public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee, the Trustee
shall have become the successor Servicer or Special Servicer). Neither the Trustee nor the Certificate Administrator shall be
accountable for the use or application by the Depositor of any of the Certificates or the RR Interest or of the proceeds of such
Certificates or the RR Interest or for the use or application of any funds paid to the Servicer or the Special Servicer, as applicable,
in respect of the Mortgage Loan deposited into or withdrawn from the Collection Account or any account maintained by or on behalf
of the Servicer or the Special Servicer (except to the extent that any such account is held by


 






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the Trustee or the Certificate
Administrator in its commercial capacity), or for investment of such amounts (other than, and to the extent of, investments made
with the Trustee or the Certificate Administrator in its commercial capacity).


 


The
Trustee and the Certificate Administrator, by reason of the action or inaction of a responsible officer or officers of the Trustee
or the Certificate Administrator, as applicable, nor any of its directors, officers, members, managers, partners, employees, Affiliates
or agents shall have no liability to the Trust, the Certificateholders, the RR Interest Owner or the Companion Loan Holders for
any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Trustee, the Certificate Administrator (including in
its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information Provider) or any such
Person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the
Trustee, the Certificate Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying
agent or 17g-5 Information Provider) or any such Person, as applicable, or by reason of negligent disregard of the Trustee, the
Certificate Administrator or any such Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate
Administrator in each of its capacities under this Agreement and any of their respective directors, officers, members, managers,
partners, employees, Affiliates, agents or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c) out
of amounts on deposit in the Collection Account, and held harmless against any loss, liability, claim, demand or expense (including
reasonable legal fees and expenses and costs of enforcing this indemnity) incurred in connection with any legal action or other
claims, losses, penalties, fines, foreclosures, judgments or liabilities relating to or related to the Trustee’s or the
Certificate Administrator’s performance of their respective powers and duties under this Agreement (including, without limitation,
performance under Section 8.1 hereof); provided, however, that this provision shall not protect the
Trustee, the Certificate Administrator or any such Person against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence of the Trustee, the Custodian, the Certificate Administrator or any such Person or
by reason of negligent disregard of the Trustee, the Certificate Administrator or any such Person, as applicable, of its obligations
and duties hereunder. The indemnification provided hereunder shall survive the resignation or removal of the Trustee or the Certificate
Administrator and the termination of this Agreement. Notwithstanding anything herein to the contrary, the Trustee shall be responsible
for its acts or failure to act as the Servicer and/or the Special Servicer (in accordance with Accepted Servicing Practices) during
the time and to the extent the Trustee is serving as Servicer to the same extent that the Servicer or Special Servicer would be
liable for the Servicer’s or Special Servicer’s, as applicable, acts or failure to act under the terms of this Agreement.


 


Section
8.4        Trustee and Certificate Administrator May Own Certificates.
The Trustee and the Certificate Administrator in their individual or any other capacity may become the owner or pledgee of Certificates
with the same rights, powers, and privileges as it would have if they were not the Trustee or the Certificate Administrator.


 


Section
8.5        Trustee’s and Certificate Administrator’s
Fees and Expenses. (a) The Trustee and the Certificate Administrator shall be entitled to the Certificate Administrator
Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee,


 






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which is payable to the Trustee),
payable pursuant to Section 3.4(c). The Certificate Administrator Fee (which shall not be limited to any provision
of law in regard to the compensation of a trustee of an express trust) shall constitute the Certificate Administrator’s
and the Trustee’s sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity
in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate
Administrator and the Trustee hereunder. No Certificate Administrator Fee shall be payable with respect to any Companion Loan.
The Trustee and the Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and
advances incurred or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions
of this Agreement (including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ),
provided such cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC
Provisions, except any such expense, disbursement or advance as may arise from its negligence, willful misconduct or bad faith
or which is expressly the responsibility of a Certificateholder or Certificateholders hereunder, all of which reimbursements to
be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however,
that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder solely as
a result of the failure to be paid any fees and expenses so long as payment of such fees and expenses are reasonably assured to
it. The Trustee and the Certificate Administrator shall provide the Servicer with an invoice, on or prior to each Payment Date,
setting forth the actual expenses incurred in connection with the performance of its duties hereunder for which it seeks payment
or reimbursement. Notwithstanding any other provision of this Agreement, neither the Trustee nor the Certificate Administrator
shall be entitled to reimbursement from the Trust for an expense incurred under this Agreement in connection with the performance
of its ordinary and regularly recurring duties hereunder unless such reimbursement is expressly provided for herein or otherwise
permitted hereunder.


 


(b)          
Each of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only,
an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Trustee (both in its capacity as Trustee and individually) and the Certificate Administrator (in each of its capacities as
Certificate Administrator, Custodian, Certificate Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider)
and each of their Affiliates and each of the directors, officers, employees and agents of the Trustee and the Certificate Administrator
and each of their Affiliates (each, for purposes of this Section 8.5(b) only, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation, costs, reasonable fees and disbursements of counsel incurred
by the Indemnified Party in any action or proceeding (including any enforcement action) between the Indemnifying Party and the
Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s
respective willful misconduct, bad faith, fraud or negligence in the performance of each of its respective duties hereunder or
by reason of negligent disregard of its respective obligations and duties hereunder (including in the case of the Servicer, any
agent of the Servicer or sub-servicer).


 


(c)           
Each of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent,
paying agent and 17g-5 Information


 






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Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section 8.5(c) only,
an “Indemnifying Party”) shall (severally and not jointly) indemnify
the Depositor, the Servicer and the Special Servicer and their respective Affiliates and each of the directors, officers, employees
and agents of the Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c) only,
an “Indemnified Party”), and hold each of them harmless against any
and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise and costs of enforcing such
indemnity) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the
performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.


 


Section
8.6       Eligibility Requirements for the Trustee and the Certificate
Administrator; Errors and Omissions Insurance. (a) Each of the Trustee and the Certificate Administrator hereunder shall
at all times be a corporation, association or trust company organized and doing business under the laws of any state or the United
States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this
Agreement, which has, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal
or state authority and has a rating on its unsecured long term debt of at least (x) in the case of the Certificate Administrator,
“Baa3” by Moody’s or issuer rating of “Baa3” by Moody’s and (y) in the case of the Trustee,
“A2” by Moody’s or a long term counterparty risk assessment of at least “A2(cr)” by Moody’s
(provided however, that the Trustee may maintain a long term unsecured debt rating of at least “Baa3” by Moody’s
if the Servicer maintains a rating of at least “A2” by Moody’s), or (z) in the case of each of the Certificate
Administrator and Trustee, as otherwise acceptable to each Rating Agency as evidenced by the receipt of a Rating Agency Confirmation,
and (ii) in the case of the Trustee, shall not be an Affiliate of the Servicer or the Special Servicer (except during any period
when the Trustee has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). If a corporation, association
or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for purposes of this Section 8.6 the combined capital and surplus of such entity shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the event
that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund
is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable,
shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay
such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the
Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate
Administrator shall cease to be eligible in accordance with the provisions of this Section 8.6, the Trustee or the
Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.


 


(b)          
The Certificate Administrator shall obtain and maintain at its own expense, and keep in full force and effect throughout the term
of this Agreement, a blanket fidelity bond


 






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and an errors and omissions insurance policy covering the Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate
Administrator is not rated at least “A2” by Moody’s, such applicable error and omissions insurance policy must
be rated at least “A2” by Moody’s. Such insurance policy shall protect the Certificate Administrator against
losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered Persons. The amount of coverage shall be at
least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Certificate
Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a
comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure
with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Moody’s.


 


(c)           
The Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement,
a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s directors, officers and employees
in connection with its activities under this Agreement; provided that if the Trustee is not rated at least “A2”
by Moody’s, such applicable error and omissions insurance policy must be rated at least “A2” by Moody’s.
Such insurance policy shall protect the Trustee against losses, forgery, theft, embezzlement, fraud, errors and omissions of such
covered Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities
having regulatory power over the Trustee. In the event that any such bond or policy ceases to be in effect, the Trustee shall
obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect
to such risks so long as the Trustee is rated at least “A2” by Moody’s.


 


Section
8.7       Resignation and Removal of the Trustee or the Certificate
Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts
hereby created by (i) giving written notice of resignation to the Depositor, the Initial Purchasers, the Servicer, the Special
Servicer, the Certificate Administrator (if applicable), the Certificate Registrar (if other than the Certificate Administrator),
the Companion Loan Holders, the Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b) and after such posting by the 17g-5 Information Provider,
to the Rating Agency, and by mailing notice of resignation by first Class mail, postage prepaid, to the Certificateholders and
the RR Interest Owner at their addresses appearing on the Certificate Register, not less than sixty (60) days before the
date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) acceptance
by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8
meeting the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor shall promptly
appoint a successor Trustee or Certificate Administrator, as applicable, and a Rating Agency Confirmation is provided with respect
to such appointment, which Rating Agency Confirmation shall be delivered to the resigning Trustee or Certificate Administrator,
and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall
have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for appointment
of a successor Trustee or Certificate


 






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Administrator, as applicable and any expenses associated with such petition shall be an
expense of the Trust.


 


Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective
business to a successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee
or Certificate Administrator shall cooperate with any successor, as requested (i) to endorse the original executed Notes
for the Trust Loan (to the extent that the original executed Notes for the Trust Loan were endorsed to the outgoing Trustee or
Certificate Administrator or), without recourse, representation or warranty, express or implied, to the order of the successor,
as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage
Pass-Through Certificates, Series 2022-OPO and the RR Interest Owner or in blank, and (ii) in the case of the other assignable
Mortgage Loan Documents (to the extent such other Mortgage Loan Documents were assigned to the outgoing Trustee or Certificate
Administrator), to assign such Mortgage Loan Documents to such successor, and such successor shall review the documents delivered
to it with respect to the Trust Loan, and certify in writing that, as to the Trust Loan then subject to this Agreement, such endorsement
and assignment has been made, and record such assignment documents (if applicable); (b) if any original executed Note for
the Trust Loan was not endorsed to the outgoing Trustee, the Certificate Administrator (in its capacity as Custodian) shall, upon
its receipt of a request for release in the form of Exhibit B hereto, deliver such Note to the Depositor or the successor
Trustee, as requested, and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Note
is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the
registered holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates,
Series 2022-OPO or in blank; (c) if any other assignable Mortgage Loan Document was not assigned to the outgoing Trustee,
the Certificate Administrator shall, upon its receipt of a request for release, deliver such Mortgage Loan Document to the Depositor
or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure
that such Mortgage Loan Document is assigned to such successor Trustee; and (d) in any case, such successor Trustee shall
review the documents delivered to it or to the Certificate Administrator with respect to the Trust Loan, and certify in writing
that, as to the Trust Loan then subject to this Agreement, such endorsements and assignments have been made, and record such assignment
documents (if applicable) or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such
certification. The resigning or terminated Trustee or Certificate Administrator, as the case may be, shall reimburse the Trust
for any expenses of such endorsement, assignment and recording.


 


If
at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate
Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee
or the Certificate Administrator shall materially default in the performance of its obligations under this Agreement; or (z) if
at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or
any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation then, in any such case, (1) the


 






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Depositor may remove the Trustee
or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable,
by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be
delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or
Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder
for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator,
as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or
Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee
or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded
by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within
one (1) year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than
a majority of the Voting Rights of the outstanding Certificates, may at any time upon 30 days’ notice to the Trustee
or Certificate Administrator remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate
Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact
duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer
and Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete
set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of
appointment by the successor Trustee or Certificate Administrator shall be given to the Companion Loan Holders, the Rating Agency
(through the successor 17g-5 Information Provider’s website, as applicable) and the Initial Purchasers by the successor
Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective
until all reasonable fees, costs, expenses and Advances (including interest thereon) have been paid to the Trustee or Certificate
Administrator, as applicable, in full.


 


Any
resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.


 


If
the Certificate Administrator is terminated pursuant to this Section 8.7, all of its rights and obligations under
this Agreement and in and to the Trust Loan shall be terminated, other than any rights or obligations that accrued prior to the
date of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued
or owing to it under this Agreement with respect to periods prior to the date of such termination or removal).


 


In
the event of any resignation or removal of the Trustee or the Certificate Administrator (in any of its capacities) under this
Agreement (other than a resignation of the Trustee that is required solely due to a change in law or a conflict of interest arising
after the Closing Date that is not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall
be effective with respect to each of such party’s other capacities hereunder


 






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(including, without limitation, such party’s
capacities as Trustee, Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case
may be).


 


Section
8.8       Successor Trustee or Successor Certificate Administrator.
Any successor Trustee or Certificate Administrator appointed as provided in Section 8.7 shall execute, acknowledge
and deliver to the Depositor, the Servicer, the Special Servicer and to its predecessor Trustee or Certificate Administrator an
instrument (i) accepting such appointment hereunder and (ii) making the representations and warranties of the Trustee
or the Certificate Administrator, as applicable, as provided in Section 2.3 and Section 2.4, respectively,
and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such
successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as trustee or certificate administrator herein. The predecessor Certificate Administrator shall deliver or cause to be delivered
to the successor Certificate Administrator, as applicable, the Mortgage File and related documents and statements held by it hereunder,
and the Depositor, the Servicer, the Special Servicer and the predecessor Trustee or Certificate Administrator shall execute and
deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming
in the successor Trustee or Certificate Administrator all such rights, powers, duties and obligations.


 


No
successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at
the time of such acceptance such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6
and a Rating Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the
Trustee or Certificate Administrator).


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the
successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee or Certificate Administrator
hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register, the RR Interest Owner, the Depositor,
the Servicer, the Special Servicer, the Loan Parties and the Initial Purchasers and the Companion Loan Holders.


 


Section
8.9       Merger or Consolidation of the Trustee or the Certificate
Administrator. Any Person into which the Trustee or the Certificate Administrator may be merged or converted or with which
either may be consolidated or any Person resulting from any merger, conversion or consolidation to which the Trustee or the Certificate
Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee
or the Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder,
provided that (i) such Person shall be eligible under the provisions of Section 8.6, without the execution
or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding
and (ii) Rating Agency Confirmation shall have been delivered to such Person.


 


Section
8.10      Appointment of Co-Trustee or Separate Trustee. (a) At any time or times,
for the purpose of meeting any legal requirements of any jurisdiction in which any part of


 






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the Property may at the time be located
or in which any action of the Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates
evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed
by it or them, may appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees,
acting jointly with the Trustee, of all or any part of the Property, to the full extent that local law makes it necessary for
such separate trustee or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any
separate trustee or co-trustee shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)          
The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to
the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed
by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject
to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the
case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations
of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the
appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)           
All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply
to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to
the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity
as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider,
as applicable.


 


(d)          
Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall
act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the
Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-


 






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trustee or separate trustees except jointly with, or with the consent of, the Trustee;
and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If,
at any time, the Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute
and deliver all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the
foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations,
duties, or responsibilities in any way or to any degree.


 


(e)           
Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to
such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)           
Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not
exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


 


Section
8.11     Appointment of Authenticating Agent and Custodian. (a) The Certificate
Administrator may appoint an agent or agents which shall be authorized to act on behalf of the Certificate Administrator to authenticate
Certificates (each such agent, an “Authenticating Agent”), and Certificates
so authenticated shall be entitled to the benefits of this Agreement and shall be valid and obligatory for all purposes as if
authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this Agreement to the authentication
and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf of the Certificate Administrator by an Authenticating
Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent. Each
Authenticating Agent shall, at all times, be a corporation or association organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized under such law to act as Authenticating Agent, having
a combined capital and surplus of not less than $15,000,000, authorized under such laws to do trust business and subject to supervision
or examination by federal or state authorities. If such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 8.11
the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. If, at any time, an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section 8.11, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall be the Certificate
Administrator.


 


(b)          
Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to
the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person
shall be otherwise eligible under this Section 8.11,


 






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without the execution or filing of any paper or any further act
on the part of the Trustee or the Authenticating Agent.


 


(c)           
An Authenticating Agent may resign at any time by giving at least thirty (30) days’ advance written notice thereof
to the Certificate Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent,
the Servicer or the Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written
notice of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear
in the Certificate Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested
with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.11.


 


(d)          
The Certificate Administrator is hereby appointed as the initial Custodian. Any successor Certificate Administrator appointed
pursuant to Section 8.7 and Section 8.8 shall be deemed to be appointed as the successor Custodian upon
the effectiveness of its appointment as the successor Certificate Administrator.


 


Section
8.12     Indemnification by the Trustee and the Certificate Administrator. The Trustee
and the Certificate Administrator, as applicable, severally and not jointly, shall indemnify and hold harmless the Trust from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and
other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach by the Trustee or the Certificate
Administrator (including in its capacity as 17g-5 Information Provider) of its representations and warranties, as applicable,
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator
(including in its capacities as Custodian, Certificate Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider),
as applicable, in the performance of its obligations or its negligent disregard of such obligations under this Agreement.


 


The
Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5
Information Provider, of its obligations under this Agreement or (ii)  negligence, bad faith or willful misconduct on the
part of the Certificate Administrator, in its capacity as 17g-5 Information Provider, in the performance of such obligations or
its negligent disregard of its obligations and duties under this Agreement.


 


Section
8.13     Certificate Administrator and Servicer Not Responsible for Inconsistent Payment
Information. In connection with any Distribution Date and a voluntary prepayment or the payment at maturity by the Loan Parties
of the Trust Loan or any portion thereof,


 






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the Certificate Administrator shall report the amount of such prepayment or payment
to the Depository based on information received from the Servicer or the Special Servicer in reliance on notices received from
the Loan Parties. In the event of any inconsistencies in payments or prepayments made by the Loan Parties with the previously
delivered notices by the Loan Parties, all costs and expenses incurred as a result of a failure by the Loan Parties to make any
such payments or prepayment, shall be paid by the Loan Parties in accordance with the Mortgage Loan Agreement provided
that the amount of payment reported to the Depository by the Certificate Administrator was consistent with the information received
from the Servicer or the Special Servicer. If the Loan Parties fail to do so, such costs and expenses shall be reimbursed to the
Certificate Administrator and to the Servicer or the Special Servicer, as applicable, by the Trust pursuant to Section 3.4(c) from
funds on deposit in the Collection Account. Neither the Certificate Administrator, the Servicer nor the Special Servicer shall
be liable for any inability or delay of the Depository to make a distribution as a result of such inconsistencies. Notwithstanding
the foregoing, the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as reasonably possible
of any such inconsistencies.


 


Section
8.14     Access to Certain Information. (a) The Certificate Administrator shall
afford to any Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator
with an Investor/Interest Owner Certification substantially in the form of Exhibit K-2 hereto) and to the Office of
the Comptroller of the Currency, the FDIC and any other banking or insurance regulatory authority that may exercise authority
over any Certificateholder, access to any documentation regarding the Trust Loan or the other assets of the Trust Fund that are
in its possession or within its control, including without limitation:


 


(i)        
    the Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the
Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate
Administrator;


 


(ii)           
the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, and


 


(iii)          
all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing
revealed any failure of such Property to comply with any applicable law, including any environmental law, or which revealed an
environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or
remediation.


 


Such
access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the
offices of the Certificate Administrator.


 


The
Certificate Administrator will provide copies of the items described in this Section 8.14(a) to the extent in
its possession to, and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the Manager
or any of their respective agents or affiliates who provides the Certificate Administrator with an Investor/Interest Owner Certification
in the form of Exhibit K-2 hereto). The Certificate Administrator may require payment for the reasonable costs and
expenses of providing the copies and may also require a


 






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confirmation executed by the requesting Person, in a form reasonably acceptable
to the Certificate Administrator, to the effect that the Person making the request is a Beneficial Owner or prospective purchaser
of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and will otherwise
keep the information confidential. Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed
to keep this information confidential.


 


(b)         
The Certificate Administrator shall make available to Privileged Persons (which for this purpose excludes a Privileged Person
who provided the Certificate Administrator with an Investor/Interest Owner Certification in the form of Exhibit K-2
hereto), via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or
delivered to the Certificate Administrator in electronic format to trustadministrationgroup@wellsfargo.com):


 


(i)          
The following “deal documents”:


 


(A)         the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust
Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and


 


(C)          the CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)          
The following “periodic reports”:


 


(A)         all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


 


(B)          all CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate
Administrator pursuant to Section 3.18(a); and


 


(iii)         
The following “additional documents”:


 


(A)         summaries of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)         all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22, environmental reports
delivered to the Certificate Administrator pursuant to Section 3.12(e), Appraisals delivered to the Certificate Administrator
pursuant to Section 3.7(a), and any updates to such reports and Appraisals;


 






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(C)         all Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);
and


 


(D)         any amendment, modification or waiver of a material term of any ground lease;


 


(iv)         
The following “special notices”:


 


(A)         any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 


(B)         any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1;


 


(C)         any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator pursuant
to Section 7.1(b) and Section 3.26(j);


 


(D)         any request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Sequential Pay
Certificates to terminate the Special Servicer pursuant to Section 7.1(e);


 


(E)          any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(F)         any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(G)          any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)         any amendment to this Agreement pursuant to Section 11.1;


 


(I)           any annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator under
Section 13.7; and


 


(J)          any annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to Section 13.9;


 


(K)         notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking
into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates)
to terminate and replace the Special Servicer;


 






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(L)         
notice of the occurrence or cessation of a Control Event or a Consultation Termination Event; and


 


(M)        any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a
replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate;


 


(N)         any notice or documents delivered to the Certificate Administrator by the depositor or the Servicer directing the Certificate
Administrator to post such notice or documents to the “Special Notices” tab;


 


(v)         
the “Investor Q&A Forum” pursuant to Section 4.5(a); and


 


(vi)        
solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


 


(vii)       
the U.S. Risk Retention Special Notices”; and


 


(viii)      
“EU/UK Risk Retention Special Notices” (including, without limitation, any certificates, notices or information received
by the Certificate Administrator pursuant to the EU/UK Risk Retention Agreement, dated as of the date hereof, among the Depositor,
the Retaining Sponsor, the Trust, the Trustee and the Certificate Administrator).


 


The
foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website
promptly following receipt. The Certificate Administrator shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any such information is delivered or posted in error, the Certificate Administrator
may remove it from the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not
be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website or its
filing of such information pursuant to this Agreement to the extent such information was not produced by the Certificate Administrator.
In connection with providing access to the Certificate Administrator’s Website, the Certificate Administrator may require
registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information
in accordance with the terms of this Agreement, makes no representation or warranty as to the accuracy or completeness of such
information being made available, and assumes no responsibility for such information, other than such information prepared by
the Certificate Administrator. Assistance in using the Certificate Administrator’s Website may be obtained by calling (866) 846-4526.
The Certificate Administrator shall provide a mechanism to notify each Person that has signed-up for access to the Certificate
Administrator’s Website in respect of the transaction governed by this Agreement each time an additional document is posted
to the Certificate Administrator’s Website.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices”
tab described in clause (vii) above, provide email notification to any Privileged Person (other than Financial
Market Publishers) that has registered


 






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to receive access to the Certificate Administrator’s Website and has opted in to
receive email notifications that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


 


The
17g-5 Information Provider shall make available solely to the Depositor, the Rating Agency and NRSROs the following items to the
extent such items are delivered to it via e-mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference
of “J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO” and an identification of the type of information
being provided in the body of the e-mail, or via any alternate e-mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)       
     any Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(ii)           
any environmental reports delivered by the Special Servicer under Section 3.12(e);


 


(iii)          
any annual statements as to compliance and related Officer’s Certificates delivered under Section 13.19;


 


(iv)          
any annual independent public accountants’ servicing reports delivered pursuant to Section 13.20;


 


(v)           
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 


(vi)          
any information requested by the Depositor or the Rating Agency pursuant to Section 3.21(b) (it being understood
the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested
such information as provided in Section 3.21(b));


 


(vii)       
  any notice to the Rating Agency relating to the Servicer’s determination to take action without receiving Rating
Agency Confirmation as set forth in Section 3.28(a);


 


(viii)        
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.28(a);


 


(ix)          
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(x)           
any and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the Special
Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant
to Section 3.23(f);


 


(xi)           
any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b) or
Section 3.26(j);


 






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(xii)         
any summary of oral communications with a Rating Agency that are delivered to the 17g-5 Information Provider pursuant to Section 8.14(c);
provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;


 


(xiii)        
 notice of any amendments to the Trust Loan Purchase Agreement;


 


(xiv)         any amendment to this Agreement pursuant to Section 11.1;


 


(xv)          notice of final payments on the Certificates;


 


(xvi)         notice of any material modifications or amendments to the Mortgage Loan Documents;


 


(xvii)        notice of any change to a Manager;


 


(xviii)       any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a
replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate; and


 


(xix)          the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(f).


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.
(eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. The 17g-5 Information Provider
shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate,
complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that
any information is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s
Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained
actual knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was
not produced by the Certificate Administrator. Access will be provided by the 17g-5 Information Provider to (i) the NRSROs
upon receipt of an NRSRO Certification and (ii) the Depositor. If a Rating Agency requests access to the 17g-5 Information
Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same Business Day, provided
that such request is made prior to 2:00 p.m. (eastern time) on such Business Day, or, if received after 2:00 p.m. (eastern
time), on the following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed
to www.ctslink.com or 17g5informationprovider@wellsfargo.com. In the event that any report, statement, document, file or other
data to be delivered to the 17g-5 Information Provider under this Agreement is too large in its electronic form to be delivered
via e-mail, such report, statement, document, file or other data may be uploaded to an alternate location provided by the 17g-5
Information Provider, and the party uploading such report, statement, document, file or other data shall notify the 17g-5 Information
Provider via e-mail that such report, statement, document, file or other data has been so uploaded and is ready for posting to
the 17g-5 Information Provider’s Internet Website.


 






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The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly
notify each NRSRO that has signed-up for access to the 17g-5 Information Provider’s website in respect of the transaction
governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such
notice shall specifically identify such document in the subject line or otherwise in the body of the e-mail. The 17g-5 Information
Provider shall send such notice to such Person’s e-mail address provided by and used by such Person for the purpose of accessing
the 17g-5 Information Provider’s Website, including a general e-mail address if such general e-mail address has been provided
to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto.
In connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website, the 17g-5 Information Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider
shall not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representation
or warranty as to the accuracy or completeness of such information being made available, and assumes no responsibility for such
information. The 17g-5 Information Provider shall not be liable for failing to make any information available to the Rating Agency
or NRSROs unless same was delivered to it at its e-mail address set forth above, with the proper subject heading. Assistance in
using the Certificate Administrator’s Website or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.


 


If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services, as defined in Rule 17g-10 under the Exchange Act, such party may have provided with respect to the Mortgage
Loan (“Due Diligence Service Provider”), such receiving party shall
promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E
it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(c)           
Each of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also
deliver, produce or otherwise make available through its website or otherwise, any CREFC® reports and any additional
information relating to the Mortgage Loan, the Property or the Loan Parties, for review by the Depositor, the Initial Purchasers,
the Trustee, each Companion Loan Holder, the Certificate Administrator and any other Persons who deliver an Investor/Interest
Owner Certification or confidentiality agreement in accordance with this Section 8.14(c), and the Rating Agency (only
to the extent such additional information was previously delivered to the 17g-5 Information Provider or is simultaneously delivered
to the 17g-5 Information Provider in accordance with the provisions of Section 8.14(b), who shall post such additional
information on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 8.14(b))
(collectively, the “Disclosure Parties”), in each case, except to
the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage Loan Documents. Each of the Servicer and
the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it
deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor,
the Certificate Administrator and the Trustee, deliver an Investor/Interest Owner Certification or


 






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enter into a confidentiality
agreement acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Servicer or
the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent
access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer and the
Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or
alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the
information described in this Section 8.14(c) to current or prospective Certificateholders or the RR Interest
Owner the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall be: (i) in
the case of a Certificateholder, an Investor/Interest Owner Certification executed by the requesting Person indicating that such
Person is a Holder of Certificates or the RR Interest Owner 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 the RR Interest, an Investor/Interest Owner Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information
for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. In the case
of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder or the RR Interest
Owner, the Investor/Interest Owner Certification shall be executed and delivered by both the investment advisor and such current
or prospective Certificateholder.


 


Neither
the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement.
Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the
information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information
was produced by the Servicer or Special Servicer, as applicable.


 


The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally
communicate with each Rating Agency; provided that such party summarizes the information provided to a Rating Agency in
such communication in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures
set forth in Section 8.14(b) on the same day such communication takes place; provided that the summary
of such oral communications shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information Provider
shall post such summary on the 17g-5 Information Provider’s website in accordance with the procedures set forth in Section 8.14(b).


 


None
of the foregoing restrictions in this Section 8.14 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Servicer or the Special Servicer, on the one hand, and a 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 Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval
of the Servicer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such
Rating Agency’s or NRSRO’s evaluation


 






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of the Servicer’s or the Special Servicer’s, as applicable, servicing
operations in general; provided, that the Servicer or the Special Servicer, as applicable, shall not provide any information
relating to the Certificates or the Trust Loan to a Rating Agency or NRSRO in connection with such review and evaluation by such
Rating Agency or NRSRO unless (x) borrower, property and other deal specific identifiers are redacted, (y) such information
has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s
Website or (z) a Rating Agency or NRSRO confirms in writing that it does not intend to use such information in undertaking
credit rating surveillance with regard to the Certificates.; provided, however, that the Rating Agency may use information
delivered in reliance on the certification in this clause (z) for any purpose to the extent it is publicly available
(unless the availability results from a breach of this Agreement or any other confidentiality agreement to which the Rating Agency
is subject) or comprised of information collected by the Rating Agency from the 17g-5 Information Provider’s Website (or
another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 8.14(c).


 


In
connection with the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify
the Servicer or the Special Servicer when such information, report, notice or document has been posted. The Servicer or the Special
Servicer, as applicable, may, but shall not be obligated to, send such information, report, notice or other document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information
Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Each
of the Servicer and the Special Servicer (each, a “17g-5 Indemnifying Party”)
hereby expressly agrees to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members,
managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, a “17g-5
Indemnified Party”), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees,
penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) to which any such 17g-5 Indemnified
Party may become subject, under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as
such losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying Party’s breach of (i) any
obligation relating to the provision of information to the Rating Agency set forth in the first paragraph of Section 8.14(c) or
(ii) any obligation set forth in the third, fourth and fifth paragraphs of Section 8.14(c), and shall reimburse
such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified Party in connection
with investigating or defending any such action or claim, as such expenses are incurred. The foregoing indemnity obligation shall
be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6 and shall not be construed
as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 






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ARTICLE
9.



CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER


 


Section
9.1           Selection and Removal of the Directing Certificateholder.


 


(a)           
The Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders, as determined by
the Certificate Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote
in each election of the Directing Certificateholder. Notwithstanding anything to the contrary herein, the (x) Directing Certificateholder
cannot be any Borrower Affiliate or the Manager or any of their servicers or respective agents or Affiliates and (y) for
purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Certificateholder,
any Borrower Affiliate, the Manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder
and shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of the Trustee and the
Certificate Administrator may conclusively rely on any Investor/Interest Owner Certification provided to it in connection with
the foregoing and may require that Investor/Interest Owner Certifications are resubmitted from time to time in accordance with
its policies and procedures.


 


(b)          
The identity of the initial Directing Certificateholder is set forth in the definition of “Directing Certificateholder”.
The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator,
the Servicer and the Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to receive notices
hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer,
the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates
of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer of the appointment of a Directing Certificateholder (if any) (in order to receive notices hereunder) by such Controlling
Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate
Balance of the Controlling Class and shall also state that such Directing Certificateholder is not a Borrower or Borrower Affiliate.


 


(c)           
The Directing Certificateholder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote along with new contact information of such new Directing Certificateholder shall be delivered
to the Certificate Administrator, the Trustee, the Servicer and the Special Servicer.


 


(d)           
Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and the Trustee and to notify the Certificate Administrator and all the
parties hereto of the selection of a Directing Certificateholder or the resignation or removal thereof. Any Certificateholder
or its designee at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of
a Certificate to notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Certificateholder
and when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall


 






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notify the Trustee, the Special
Servicer and the Servicer of the identity of the Directing Certificateholder and any resignation or removal thereof. In addition,
upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name
of the then-current Directing Certificateholder and a list of the Certificateholders (or Beneficial Owners, if applicable, at
the expense of the requesting party) of the Controlling Class to such requesting party. In addition, (i) any Holder owning
more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by
virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it no longer holds the majority
of the Controlling Class Certificates (by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates
who collectively own more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it transfers
its Controlling Class Certificate (or its beneficial interest in the Controlling Class Certificates) and, as a result
of such transfer, such Holders who collectively appointed the Directing Certificateholder no longer collectively own more than
the applicable percentage of the Controlling Class Certificates (by Certificate Balance) set forth above, provided
in no event with respect to either clause (i) or (ii) shall any Controlling Class Certificateholder
have any liability to any Person for the failure to provide any such notices.


 


(e)           
Once a Directing Certificateholder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on
such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement
and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Directing Certificateholder
or the selection of a new Directing Certificateholder.


 


(f)           
Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification
with respect to the identity of the Certificateholders of the Controlling Class and the Directing Certificateholder.


 


(g)          
The Directing Certificateholder shall be responsible for its own expenses.


 


(h)          
Notwithstanding any other provision to this Agreement, in the event that no Directing Certificateholder or Risk Retention Consultation
Party has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer,
as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified
to the Servicer or the Special Servicer, as applicable, then the Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder or Risk Retention
Consultation Party as the case may be until such time as a Directing Certificateholder or Risk Retention Consultation Party meeting
the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Directing Certificateholder or Risk Retention Consultation Party to the Servicer
and the Special Servicer.


 


Section
9.2            Limitation on Liability of Directing Certificateholder;
Acknowledgements of the Certificateholders.


 






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Neither
the Controlling Class nor the Directing Certificateholder shall have any liability to the Trust, the Certificateholders or the
RR Interest Owner 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 and the RR Interest Owner acknowledges and agrees
that the Directing Certificateholder and/or the Controlling Class Certificateholders (i) may have special relationships
and interests that conflict with those of Holders of one or more Classes of the Certificates, including owning securities backed
by the Companion Loan or any interest in the Companion Loan, (ii) may act solely in the interests of the Holders of the Controlling
Class, including the Directing Certificateholder, (iii) does not have any duties or liability to the Holders of any Class
of Certificates or the RR Interest Owner, (iv) may take actions that favor the interests of one or more Classes of the Certificates,
including the Holders of the Controlling Class or the RR Interest Owner, over the interests of the Holders of one or more other
Classes of the Certificates or the RR Interest Owner, and (v) shall have no liability whatsoever to the Trust, any other
party to this Agreement, any Certificateholder, the RR Interest Owner or any other Person (including any Borrower Affiliate) for
having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder or RR Interest
Owner may take any action whatsoever against the Directing Certificateholder, the Controlling Class Certificateholders or
any director, officer, employee, partner, member, shareholder, agent or principal of the Directing Certificateholder or the Controlling
Class Certificateholders, as applicable, as a result of the Directing Certificateholder or the Controlling Class Certificateholders
having so acted.


 


Section
9.3            Rights and Powers of the Directing Certificateholder.


 


(a)           
Notwithstanding anything herein to the contrary, but subject to the next sentence, except as set forth in, and in any event subject
to, Section 3.24(d), Section 9.3(b), Section 9.3(c) and the second (2nd) and third (3rd) paragraphs
of this Section 9.3(a), (i) the Servicer shall not be permitted to take any of the actions constituting a Major
Decision unless it has obtained the consent of the Special Servicer, which consent will be deemed given if the Special Servicer
does not object within fifteen (15) Business Days (after delivery of a written recommendation and analysis to the Special
Servicer and information reasonably requested by the Special Servicer) unless such actions are part of an Asset Status Report
approved by the Directing Certificateholder under Section 3.10(i) or is otherwise implemented by the Special
Servicer in accordance with the terms of this Agreement and (ii) prior to the occurrence and continuance of a Control Event,
the Special Servicer shall not be permitted to (A) consent to the Servicer’s taking any of the actions constituting
a Major Decision, or (B) itself take any of the actions constituting a Major Decision, but subject to Section 3.10(i) if,
in either case, the Directing Certificateholder has objected to the action in writing within ten (10) Business Days after
receipt of a written report by the Special Servicer describing in reasonable detail (i) the background and circumstances
requiring action of the Servicer or the Special Servicer, as applicable, (ii) the proposed course of action recommended,
and (iii) any direct or indirect conflict of interest in the action (the “Major
Decision Reporting Package”) (provided that if such written objection has not been received by the Special
Servicer within such ten (10) Business Day period, then the Directing Certificateholder shall be deemed to have approved
such action). In the event that the Special Servicer or Servicer, as applicable, determines that immediate action, with respect
to a Major Decision, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and continuance


 






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of a Control Event under this Agreement (or consultation with the Directing Certificateholder after the occurrence and during
the continuance of a Control Event, but prior to the occurrence of a Consultation Termination Event), is necessary to protect
the interests of the Certificateholders and the RR Interest Owner, the Special Servicer or Servicer, as the case may be, may take
any such action without waiting for the Directing Certificateholder’s response (or without such consultation) so long as
the Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Certificateholder to
inform it of such need. The Special Servicer is not required to obtain the consent of the Directing Certificateholder for any
Major Decision upon the occurrence and during the continuance of a Control Event; provided, however, that after
the occurrence and during the continuance of a Control Event but prior to the occurrence of a Consultation Termination Event,
the Special Servicer shall not be required to obtain the consent of the Directing Certificateholder but shall consult with the
Directing Certificateholder in connection with any Major Decision (and such other matters that are subject to consent, approval,
direction or consultation rights of the Directing Certificateholder hereunder) and to consider alternative actions recommended
by the Directing Certificateholder in respect of such matters. With respect to any action requiring the Directing Certificateholder’s
consent, if the Directing Certificateholder does not respond to a request for its consent within ten (10) Business Days (or
such other length of time as specified in this Agreement with respect to any particular action requiring consent), such consent
will be deemed to have been given. In the event that no Directing Certificateholder has been appointed or identified to the Servicer
or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information
from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified, the Servicer or the Special Servicer, as applicable,
shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder
as the case may be. The Servicer or Special Servicer may request the Certificate Administrator to identify the current Directing
Certificateholder, if any.


 


In
addition, for so long as no Control Event has occurred and is continuing, but subject to the second sentence of the preceding
paragraph, Section 9.3(b), Section 9.3(c) and the immediately following paragraph, the Directing
Certificateholder may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Trust
Loan as the Directing Certificateholder may reasonably deem advisable.


 


Notwithstanding
anything to the contrary contained herein, if the Special Servicer or Servicer, as applicable, determines that a refusal to consent
by the Directing Certificateholder or any objection, consultation or direction or advice from the Directing Certificateholder,
the Controlling Class Certificateholders, the Risk Retention Consultation Party or any other Person would (A) otherwise
require or cause the Special Servicer or Servicer, as applicable, to violate the terms of the Mortgage Loan Documents, the Co-Lender
Agreement, the Intercreditor Agreement, applicable law, provisions of the Code resulting in an Adverse REMIC Event or this Agreement,
(including without limitation, actions inconsistent with Accepted Servicing Practices), (B) expose any Certificateholder,
the RR Interest Owner, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust or their respective
Affiliates, officers, directors or agent to any claim, suit or liability, (C) result in the imposition of a tax upon the
Trust (other than a tax on “net income from foreclosure property”) or loss of REMIC status or (D) materially
expand the scope of the Special Servicer’s, the Servicer’s, the Trustee’s or the Certificate Administrator’s


 






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responsibilities hereunder, then the Special Servicer or Servicer, as applicable, shall disregard such refusal to consent, direction
or advice and notify the Directing Certificateholder, the Risk Retention Consultation Party, the Trustee, the Certificate Administrator
and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The
taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with the direction of or approval
of the Directing Certificateholder or the Risk Retention Consultation Party that does not violate the Mortgage Loan Documents,
the Co-Lender Agreement, this Agreement, any applicable law, provisions of the Code resulting in an Adverse REMIC Event or Accepted
Servicing Practices or any other provisions of this Agreement, shall not result in any liability on the part of the Servicer or
the Special Servicer.


 


(b)          
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Event, 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 Event but so long as no Consultation
Termination Event is continuing, the Directing Certificateholder shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement, and the Servicer, Special Servicer and any other applicable party shall consult
with the Directing Certificateholder in connection with any action to be taken or refrained from taking to the extent set forth
herein; and (iii) during the continuance of a Consultation Termination Event, 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,
and the Controlling Class will not be entitled to appoint a Directing Certificateholder; provided that the Directing Certificateholder
(if and to the extent that it is a Certificateholder) and a holder of a Controlling Class Certificate will maintain the right
to exercise its Voting Rights for the same purposes as any other Certificateholder under this Agreement. No Borrower Affiliate
may be appointed as or act as the Directing Certificateholder.


 


If
a Control Event no longer exists, then the Directing Certificateholder shall regain all the consent and direction rights of the
Directing Certificateholder set forth in this Agreement and the Controlling Class will regain the right to appoint a Directing
Certificateholder.


 


In
connection with the Directing Certificateholder’s right to consent or consult, if the Servicer or Special Servicer determines
that action is necessary to protect the Property or the interests of the Certificateholders from potential harm if such action
is not taken, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, the
Servicer or Special Servicer may take actions with respect to the Property before the expiration of the applicable period for
the Directing Certificateholder to respond as described in this section, if the Servicer or Special Servicer reasonably determines
in accordance with Accepted Servicing Practices that failure to take such actions before the expiration of such period would materially
adversely affect the interest of the Certificateholders, and the Special Servicer has made a reasonable effort to contact the
Directing Certificateholder.


 


After
the occurrence and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation
or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices, reports
or


 






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information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder. However,
the Directing Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


(c)           
For purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or receiving Asset
Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest
in a Controlling Class Certificate who is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing shall
not be deemed to be a Holder or Beneficial Owner of the related Controlling Class and shall not be entitled to exercise such rights
or receive such information. If, as a result of the preceding sentence, no Holder or Beneficial Owner of Controlling Class Certificates
would be eligible to exercise such rights, there will be no Controlling Class.


 


(d)          
The Certificate Administrator shall, within five (5) Business Days after its determination that a Control Event or a Consultation
Termination Event has occurred or ceased to exist, post a notice of such occurrence or cessation of a Control Event or Consultation
Termination Event on the Certificate Administrator’s Website. The Certificate Administrator shall notify the Servicer and
the Special Servicer within ten (10) Business Days of the existence or cessation of any Control Event or Consultation Termination
Event.


 


(e)           
For so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer shall provide notice to
the Directing Certificateholder of any annual meeting of the Special Servicer with the Borrower and the Manager pursuant to the
Mortgage Loan Documents, consult with the Directing Certificateholder regarding an agenda for such meeting, and invite the Directing
Certificateholder to attend such meeting (which invitation the Directing Certificateholder may accept or decline in its discretion).
The Special Servicer shall provide advance notice to the Borrower and the Manager that the Directing Certificateholder has no
authority to act on behalf of the holder of the Trust Loan.


 


(f)           
For so long as no Consultation Termination Event has occurred, the Special Servicer shall provide notice to the Directing Certificateholder
of any material notices that the Special Servicer has received under or related to any franchise agreement, management agreement,
comfort letter, subordination, non-disturbance and attornment agreement, recognition agreement or similar agreement and the Special
Servicer is required to consult with the Directing Certificateholder with respect to the contents of such notice.


 


Section
9.4            Directing Certificateholder Contact with Servicer and
Special Servicer.


 


Upon
reasonable request, each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to
answer questions from the Directing Certificateholder (prior to the occurrence and continuance of a Control Event) regarding the
performance and servicing of the Trust Loan (or, in the case of the Special Servicer, the Special Servicer’s operational
activities related to the servicing of the Trust Loan after a Special Servicing Loan Event and the servicing of any Foreclosed
Property) for which the Servicer or the Special Servicer, as the case may be, is responsible.


 






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Notwithstanding
any provision of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer
or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing
Practices, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust
Fund or otherwise materially harm the Trust or the Trust Fund.


 


Section
9.5            Risk Retention Consultation Parties.


 


(a)           
The Special Servicer shall consult, solely on a non-binding basis (and consider alternative actions recommended by such party)
with each Risk Retention Consultation Party with respect to any Major Decision relating to a Specially Serviced Mortgage Loan
in the same manner as set forth in Section 3.10(j) with respect to the consultation rights of the Directing Certificateholder
after the occurrence and during the continuance of a Control Event and prior to the occurrence and continuance of a Consultation
Termination Event. In the event the Special Servicer receives no response from the Risk Retention Consultation Party within ten
(10) days following the later of (i) the Special Servicer’s written request for input on any requested consultation and
(ii) delivery of all such additional information reasonably requested by the Risk Retention Consultation Party related to the
subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Risk Retention Consultation
Party solely with respect to the specific matter.


 


(b)          
If the Risk Retention Consultation Party is a Borrower Affiliate, then the Special Servicer shall have no obligation to consult
with the Risk Retention Consultation Party and the Risk Retention Consultation Party shall have no consultation rights as set
forth above in clause (a).


 


(c)           
JPMCB shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the
terms of this Agreement. Upon the resignation or removal of the Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit Y-5
to this Agreement prior to being recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled
to assume that the Risk Retention Consultation Party has not changed absent such notice. The Risk Retention Consultation Party
may not be a Borrower Affiliate.


 


(d)          
Once the Risk Retention Consultation Party has been selected, each of the Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, each Certificateholder (or Beneficial Owner, if applicable) and the RR Interest Owner shall be
entitled to rely on such selection unless JPMCB or the Risk Retention Consultation Party itself shall have notified the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the RR Interest Owner, in writing, of the selection of such
new Risk Retention Consultation Party.


 


(e)           
In the event that no Risk Retention Consultation Party, has been appointed or identified to the Servicer or the Special Servicer,
as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate


 






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Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time
as the new Risk Retention Consultation Party is identified, the Servicer or the Special Servicer, as applicable, shall have no
duty to consult with, provide notice to, or seek the approval or consent of any the Risk Retention Consultation Party.


 


(f)           
The Risk Retention Consultation Party will not have any liability to the Trust, the Certificateholders other than for having acted
in accordance with or as permitted by this Agreement.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates and the RR Interest Owner that the Risk Retention
Consultation Party (i) may have special relationships and interests that conflict with those of Holders of one or more Classes
of Certificates, including owning any interest in a mezzanine loan; (ii) may act solely in the interests of the RR Interest
Owner; (iii) does not have any liability or duties to the Holders of any Class of Certificates or the RR Interest Owner;
(iv) may take actions that favor the interests of the Holders of one or more Classes over the interests of the Holders of
one or more other Classes of Certificates; and (v) shall have no liability whatsoever for having so acted as set forth in
clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention
Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having
so acted.


 


ARTICLE
10.



TERMINATION


 


Section
10.1        Termination. (a) The respective obligations and responsibilities of
the Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee created hereby (other than the
obligation to make certain payments to the Companion Loan Holders, other than the obligation of the Certificate Administrator
to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution Date to the extent set forth
in this Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier
REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for such period of time as it maintains its own
books and records, and the indemnification rights and obligations of the parties hereto) shall terminate upon the last action
required to be taken by the Certificate Administrator on the final Distribution Date pursuant to this Article 10 following
the later of (i) the final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the
liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to this Agreement) or the liquidation
or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event
shall the Trust continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date hereof. Upon termination
of the Trust pursuant to the preceding sentence, the Custodian shall release or cause to be released to the Servicer, at the address
provided in Section 11.4 of this Agreement or to such other address designated by the Servicer in writing, any Mortgage Files
remaining in its possession. In connection with a termination of the Trust under this Article 10, the Custodian shall execute
all assignments, endorsements and other instruments furnished to it by the Servicer or Special Servicer, as applicable, as shall
be necessary


 






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to effectuate the transfer of the Mortgage Loan, any Foreclosed Property and any other collateral for the Mortgage
Loan, as applicable.


 


(b)          
On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other than
the Certificateholders or the RR Interest Owner, shall be applied generally as described in Section 4.1.


 


(c)           
Notice of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment
of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall
be made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date
is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the
Certificate Administrator therein specified.


 


Section
10.2        Additional Termination Requirements. In connection with any termination
pursuant to Section 10.1 other than final payment on the Trust Loan, the Trust Fund shall be terminated in accordance
with the following additional requirements, unless the Certificate Administrator has obtained at the expense of the Trust, an
Opinion of Counsel that any other manner of terminating either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the
Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to federal income tax:


 


(i)           
Within eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first
day of the 90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from
the Certificate Administrator to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall
specify such date in the final tax return of each such Trust REMIC;


 


(ii)           
At or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date,
the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust
Fund; and


 


(iii)          
At or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited
to the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC
to be distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of
the Class R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as
part of the Upper-Tier REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in
respect of the Class UT-R Interest) in accordance with Section (a) and Section 4.1(g).


 


Section
10.3        Trusts Irrevocable. Except as expressly provided herein, all trusts created
hereby are irrevocable.


 






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ARTICLE
11.



MISCELLANEOUS PROVISIONS


 


Section
11.1        Amendment. (a) This Agreement may be amended from time to time by the
parties hereto, without the consent of any of the Certificateholders, the RR Interest Owner or the Companion Loan Holders:


 


(i)         
   to correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any
provision of this Agreement;


 


(ii)           
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the RR Interest, the Trust or this Agreement or to correct or supplement any of the
provisions of this Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error; provided
that such amendment or supplement would not adversely affect in any material respect the interests of the Companion Loan Holders
not consenting thereto, as evidenced by (x) an Opinion of Counsel or (y) if any securities backed by any Companion Loan
is then rated, receipt of a Rating Agency Confirmation;


 


(iii)          
to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property
Account, provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder,
the RR Interest Owner or the Companion Loan Holders not consenting thereto, as evidenced by (1) an Opinion of Counsel (at
the expense of the party requesting the amendment or at the expense of the Trust if the requesting party is the Trustee or the
Certificate Administrator) or (2) if the related Class of Certificates or Companion Loan Securities is rated by a Rating
Agency or a Companion Loan Rating Agency, as applicable, Rating Agency Confirmation or Companion Loan Rating Agency Confirmation,
as applicable, is obtained;


 


(iv)          
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either
the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate is outstanding, or to avoid or minimize
the risk of imposition of any tax on the Lower-Tier REMIC, the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC,
the Upper-Tier REMIC; provided that the Trustee and the Certificate Administrator received an Opinion of Counsel (at the
expense of the party requesting the amendment or if the requesting party is the Certificate Administrator or the Trustee, at the
expense of the Trust) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid
or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the
interests of any holder of the Certificates, the RR Interest Owner or the Companion Loan Holders or (B) to the extent necessary
for the Trust or any Other Securitization Trust to comply with the Investment Company Act of 1940, as amended, the


 






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Trust Indenture
Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


 


(v)          
to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the
transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give
rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided,
further, that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder, the RR
Interest Owner or the Companion Loan Holders not consenting thereto, as evidenced by an Opinion of Counsel or a Rating Agency
Confirmation from each Rating Agency; provided, further, prior to the occurrence of a Consultation Termination Event,
any amendment pursuant to this clause (vi) that would adversely affect the rights of the Controlling Class Certificateholder
or the Directing Certificateholder shall be subject to the consent of such affected party or parties;


 


(vii)        
to amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation; provided, that such amendment
or supplement pursuant to this clause (vii) would not adversely affect in any material respect the interests
of any Certificateholder, the RR Interest Owner or Companion Loan Holders not consenting thereto, as evidenced by an Opinion of
Counsel;


 


(viii)       
to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor,
the Servicer, the Certificate Administrator and the Trustee, determine that the commercial mortgage backed securities industry
standard for such provisions has changed, in order to conform to such industry standard, (B) such modification does not cause
the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel, and (C) Rating
Agency Confirmation is obtained; provided, that prior to the occurrence of a Consultation Termination Event, any amendment
pursuant to this clause (viii) that would adversely affect the rights of the Controlling Class Certificateholder
or the Directing Certificateholder will be subject to the consent of such affected party or parties;


 


(ix)      
    to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment does not materially increase the responsibilities of any of the Servicer, the
Special Servicer, the Certificate Administrator, the 17g-5 Information Provider or the Trustee, unless such party consents
thereto; provided, further that such amendment shall not adversely affect in any material respects the
interests of any Certificateholders or the Companion Loan Holders, as evidenced by (x) an Opinion of Counsel or
(y) if any Certificate or Companion Loan Securities is then rated, receipt of Rating Agency Confirmation from each
Rating Agency;


 






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(x)           
to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR, the Securitization
Laws 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; and


 


(xi)          
to modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other Securitization
Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


No
other amendment to the Trust and Servicing Agreement may be made without the consent of the Companion Loan Holders if such amendment
materially adversely affects the rights of the Companion Loan Holders under this Agreement.


 


Notwithstanding
the foregoing, no such amendment may change in any manner any defined term used in any Trust Loan Purchase Agreement or the obligations
of the Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust Loan Seller as
a third party beneficiary hereunder, without the consent of the Trust Loan Seller.


 


(b)          
Subject to the rights of the Companion Loan Holder to consent to certain amendments to this Agreement under Section 11.1(a),
this Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Holders of the Certificates; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required to be distributed on
any Certificate; (ii) alter in any manner the liens on any Collateral securing payments on the Trust Loan; (iii) alter
the obligations of the Servicer, or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein;
(iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to consent to
any action or inaction under this Agreement; (v) change in any manner any defined term used in the Trust Loan Purchase Agreement
or the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust
Loan Seller as third party beneficiaries hereunder, without the consent of the Trust Loan Seller or (vi) amend this Section 11.1.


 


Notwithstanding
the foregoing, no amendment to this Agreement may be made that (i) would cause the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC for federal income tax purposes (as may be evidenced by an Opinion of Counsel), (ii) would cause any
REMIC related to any Companion Loan Securities to fail to qualify as a REMIC under the Code, (iii) changes in any manner the obligations
of the Trust Loan Seller under the Trust Loan Purchase Agreement without the consent of the Trust Loan Seller or (iv) any rights
or obligations of the RR Interest Owner, or that materially and adversely affects the RR Interest Owner, as a third party beneficiary
or otherwise hereunder, without the written consent of the RR Interest Owner,


 






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and the Trustee, Servicer, Special Servicer or Certificate
Administrator may, but will not be obligated to, enter into any amendment to this Agreement that it determines affects its rights,
duties or immunities or creates any additional liability for the Trustee, Servicer, Special Servicer or Certificate Administrator
under this Agreement.


 


It
shall not be necessary for the consent of Certificateholders or the RR Interest Owner under this Section 11.1 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders and the
RR Interest Owner shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.


 


Notwithstanding
any contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any
amendment to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment
is authorized or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall
be made to this Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in an Adverse REMIC Event.


 


Notwithstanding
any contrary provision contained in this Agreement, no amendment to this Agreement may be made that changes in any manner the
rights and/or obligations of the Trust Loan Seller under this Agreement or under the Trust Loan Purchase Agreement without the
consent of the Trust Loan Seller, or the rights of the Initial Purchasers hereunder without the written consent of the Initial
Purchasers, and each of the Trustee or Certificate Administrator may, but will not be obligated to, enter into any amendment to
this Agreement that it determines affects its respective rights, duties or immunities or creates any additional liability for
the Trustee or Certificate Administrator, as applicable, under this Agreement.


 


(c)           
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy
of the same on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, the Certificate
Administrator shall furnish written notification of the substance of such amendment to each Certificateholder, the RR Interest
Owner, the Trustee, the Depositor, the Servicer, the Special Servicer, the Initial Purchasers and the Rating Agency.


 


(d)          
In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as
applicable, and, to the extent required by this Section 11.1, the required Certificateholders, the RR Interest Owner,
Companion Loan Holders, Trust Loan Seller and/or Initial Purchasers, as applicable.


 


(e)           
The costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency
Confirmations, shall be borne by the party requesting such amendment or as otherwise provided in Section 11.1(a) (or,
if such


 






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amendment is required by the Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate
Administrator (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate
Administrator), then at the expense of the Depositor and, if neither the Depositor nor any successor thereto is in existence,
the Trust Fund).


 


Section
11.2        Recordation of Agreement; Counterparts. (a) This Agreement or an abstract
hereof, if acceptable by the applicable recording office, is subject to recordation in all appropriate public offices for real
property records in the county in which the Property subject to the Mortgage is situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Trustee or the Certificate Administrator as a Trust Fund
Expense upon its receipt of an Opinion of Counsel to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders and the RR Interest Owner of the Trust.


 


(b)          
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,”
and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related
to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”) and other electronic signatures (including,
without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record
and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records
(including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based
record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without
limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


Section
11.3        Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction. THIS
AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO
THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF
LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW SHALL APPLY TO THIS AGREEMENT.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING


 






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DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT 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.


 


Section
11.4        Notices. All demands, notices and communications hereunder shall be in writing,
shall be deemed to have been given upon receipt (except that notices to Holders of any Class of Certificates held in registered,
definitive form shall be deemed to have been given upon being sent by first class mail, postage prepaid) as follows:


 


If
to the Trustee, to:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee JPMCC 2022-OPO


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


If
to the Certificate Administrator, to:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – JPMCC 2022-OPO


 


with
a copy to be sent contemporaneously via email to:



cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


If
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website: 17g5informationprovider@wellsfargo.com


 






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If
to the Certificate Registrar, with respect to Certificate transfers to:


 


Computershare
Trust Company, N.A.

600 South 4th Street, 7th Floor

MAC:

Minneapolis, Minnesota 55415

Attention: Certificate Transfer Services – CTS – JPMCC 2022-OPO


 


or
in the case of the Custodian, to:



Computershare Trust Company, National Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attention: CTS – Document Custody Group – JPMCC 2022-OPO


 


with
a copy to:



E-mail: cmbscustody@wellsfargo.com


 


If
to the Depositor, to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com


 


with
a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal

E-mail: US_CMBS_Notice@jpmorgan.com


 


If
to the Servicer, to:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

E-mail: michael_a_tilden@keybank.com


 


with
a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112



 






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Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com


 


If
to the Special Servicer, to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com


 


with
a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, MO 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


If
to JPMS, as an Initial Purchaser, to:



J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate

E-mail: ABS_Synd@jpmorgan.com


 


with
a copy to:



J.P. Morgan Securities LLC

4 New York Plaza, 21st Floor

New York, New York 10004

Attention: SPG Legal

E-mail: US_CMBS_Notice@jpmorgan.com


 


If
to Academy, as an Initial Purchaser, to:


 


Academy
Securities, Inc.

277 Park Avenue, 35th Floor

New York, New York 10172

Attention: Michael Boyd, Chief Compliance Officer

Email: mboyd@academysecurities.com

Facsimile: (646) 791-5945


 


If
to Drexel, as an Initial Purchaser, to:


 






    -215-


     


    

 


Drexel
Hamilton, LLC

77 Water Street

New York, New York 10005

Attention: John D. Kerin, Director of Debt Syndicate

Email: spg@drexelhamilton.com

Facsimile: (646) 412-1500


 


If
to any Certificateholder, to:



the address set forth in the Certificate Register


 


If
to the Loan Parties:



at the respective addresses therefor set forth in the

Mortgage Loan Agreement


 


In
the case of the Mezzanine Lender:



The address set forth in the related Intercreditor Agreement.


 


In
the case of any Companion Loan Holder:



The address set forth in the related Co-Lender Agreement.


 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


Section
11.5        Notices to the Rating Agency. Any notices or documents required to be delivered
to the Rating Agency under this Agreement and any other information regarding the Trust Fund as may be reasonably requested by
the Rating Agency from any party hereto to the extent such party has or can obtain such information without unreasonable effort
or expense shall be delivered to the Rating Agency at the address set forth below; provided, however, that such
other information shall be provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.14(b);
provided, further, that responses, information, reports and communications with respect to any Rating Agency Inquiry
conducted or submitted on the Rating Agency Q&A Forum and Document Request Tool shall not be required to be delivered to the
17g-5 Information Provider. The 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.
Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event
or Special Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating
Agency required hereunder shall be in writing.


 






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Any
notices to the Rating Agency shall be sent to the following address:



Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Managing Director – Corporate Mortgage-Backed Securities – Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section
11.6        Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable
law, such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof or the RR Interest or the RR Interest Owner.


 


Section
11.7         Limitation on Rights of Certificateholders and RR Interest Owner. The
death or incapacity of any Certificateholder or the RR Interest Owner shall not operate to terminate this Agreement or the
Trust Fund, nor entitle such Certificateholder’s or the RR Interest Owner’s legal representative or heirs to
claim an accounting or to take any action or to commence any proceeding in any court for a petition or winding up of the
Trust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


 


No
Certificateholder, solely by virtue of its status as a Certificateholder, and no RR Interest Owner shall have any right to vote
(except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders or the RR Interest Owner from time to time as partners or members of an association; nor shall
any Certificateholders or the RR Interest Owner be under any liability to any third party by reason of any action by the parties
to this Agreement pursuant to any provision hereof.


 


No
Certificateholder or RR Interest Owner, solely by virtue of its status as a Certificateholder or RR Interest Owner, shall have
any right by virtue or by availing itself of any provisions of this Agreement, the Certificates or the RR Interest to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, the Certificates or the RR
Interest, unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event or Special
Servicer Termination Event, as the case may be, and of the continuance thereof, as herein before provided, and unless the or the
RR Interest Owner and Holders of Certificates aggregating not less than 50% of the Voting Rights of the Certificates shall also
have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and
shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to
be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; it being understood and


 






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intended, and being
expressly covenanted by each Certificateholder and RR Interest Owner with every other Certificateholder, RR Interest Owner and
the Trustee, that no one or more Holders of Certificates or the RR Interest Owner shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this Agreement, the Certificates or the RR Interest to affect,
disturb or prejudice the rights of the Holders of any other of the Certificates or the RR Interest Owner or to obtain or seek
to obtain priority over or preference to any other such Holder or the RR Interest Owner except as provided herein or therein with
respect to entitlement to payments or to enforce any right under this Agreement or the Certificates, except in the manner herein
provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section,
each and every Certificateholder, the RR Interest Owner and the Trustee shall be entitled to such relief as can be given either
at law or in equity. By virtue of its purchase of a Certificate or acquisition of the RR Interest, as the case may be, each Certificateholder
and the RR Interest Owner, as applicable, shall be deemed to have acknowledged that it shall make its own decisions regarding
its rights and protections relevant to the Trust and shall not be relying on the Trustee or any other deal party.


 


Section
11.8        Certificates Nonassessable and Fully Paid. No Certificateholder or RR Interest
Owner shall be personally liable for obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates
and the RR Interest shall be nonassessable for any reason whatsoever, and the Certificates, upon due authentication thereof by
the Certificate Administrator pursuant to this Agreement, are and shall be deemed fully paid.


 


Section
11.9        Reproduction of Documents. This Agreement and all documents relating thereto,
including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents
received by any party at the closing, and (iii) financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party
in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise
be admissible in evidence.


 


Section
11.10       No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or
joint venture between the parties hereto.


 


Section
11.11      Actions of Certificateholders. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed
in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Certificate Administrator and, where required, to the Depositor, the Trustee, the Servicer or the Special
Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Agreement and conclusive in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer and the Special
Servicer if made in the manner provided in this Section.


 






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(b)           
The fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator deems sufficient.


 


(c)           
Any request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)           
The Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably
necessary.


 


Section
11.12       Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except
pursuant to Sections 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent
of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the
Special Servicer, the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person
other than a party to this Agreement, the Initial Purchasers, any Certificateholder and the RR Interest Owner shall have any rights
with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to
this Agreement specifically agree that (i) the Trust Loan Seller shall be a third-party beneficiary of this Agreement with
respect to any provisions relating to the Trust Loan Seller, (ii) unless it is a Borrower Affiliate, each Companion Loan
Holder shall be a third-party beneficiary of this Agreement with respect to the rights afforded it under this Agreement, (iii)
unless it is a Borrower Affiliate, the RR Interest Owner shall be a third-party beneficiary of this Agreement with respect to
any provisions relating to the RR Interest Owner, (iv) each Other Depositor and Other Exchange Act Reporting Party shall
be third-party beneficiary of this Agreement with respect to its rights under Article 12, and (v) none of the
Borrower Affiliates, the Manager or other party to the Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section
11.13        Acceptance by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby
accepts its appointment as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be
performed by it in each such capacity pursuant to the terms of this Agreement.


 


Section
11.14       Streit Act. Any provisions required to be contained in this Agreement by Section 126 and/or
Section 130-k or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall
be in addition to those conferred or imposed by this Agreement; provided, however, that to the extent that such
Section 126 and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any
time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126
and/or Section 130-k shall cease to have any further effect upon the provisions of this Agreement. In a case of a conflict
between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such
mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to
this


 



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Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be
inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of
this Agreement.


 


Section
11.15       Assumption by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents.
The Trustee and the Certificate Administrator on behalf of the Trust as assignee of the Trust Loan and the Servicer and Special
Servicer hereby acknowledge that the Trust assumes all of the rights and obligations of the Trust Loan Seller as lender under
the Mortgage Loan Documents and agrees to be bound thereby, and in accordance with the terms thereof.


 


Section
11.16       Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property
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, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in, to and under the
Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable
law. This Section 11.16 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable
UCC.


 


Section
11.17       Cooperation with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement.
It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended
that the Trust Loan Seller and the Depositor be able to obtain the benefit of the Securitization Cooperation Provisions and the
Securitization Indemnification Agreement shall be retained by the Trust Loan Seller and shall not be part of the Trust Fund. Therefore,
the Depositor and Trustee hereby agree to cooperate with the Trust Loan Seller and the Depositor with respect to the benefits
of the Securitization Cooperation Provisions and the Securitization Indemnification Agreement, including, without limitation,
reassignment to the Trust Loan Seller or the Depositor, as applicable, of such provisions, but no other portion of the Mortgage
Loan Documents, to permit the Trust Loan Seller, the Depositor and their affiliates to enforce the Securitization Cooperation
Provisions and the Securitization Indemnification Agreement for their respective benefits.


 


ARTICLE
12.



REMIC ADMINISTRATION


 


Section
12.1         REMIC Administration. (a) The parties intend that each of the Lower-Tier
REMIC and the Upper-Tier REMIC shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC
shall be conducted so as to qualify it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.


 


(b)           
The Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated


 



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 pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election shall
be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued and the RR Interest is created.


 


(c)           
The Closing Date is hereby designated as the “Startup Day” of each
of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest
possible maturity date” of the Regular Certificates and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1)
of the Code is the date that is the later Rated Final Distribution Date.


 


(d)          
The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee
shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC,
an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible
means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS,
on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Holders of
the Certificates and the RR Interest Owner may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such
additional information as may be required by such Form, and shall update such information at the time or times and in the manner
required by the Code (and the Depositor agrees within ten (10) Business Days of the Closing Date to provide any information
reasonably requested by the Servicer or the Certificate Administrator and necessary to make such filing). The Certificate Administrator
shall be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled
to rely on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however,
the Certificate Administrator shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by
Treasury regulations.


 


(e)           
The Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with
the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its
business, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under
this Agreement, including without limitation any expenses, costs or liabilities associated with audits or any administrative or
judicial proceedings with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities,
shall be reimbursable from the Trust Fund.


 


(f)            
The Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to
sign (and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state
and local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as
the direct representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing and
filing such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier



    -221-


     


    

 


REMIC as is in
its possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this
subsection, and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations
hereunder.


 


(g)           
The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and
other tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other compliance
guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall
provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a
Disqualified Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization)
such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any
Disqualified Organization and (ii) to the Certificateholders and the RR Interest Owner such information or reports as are
required by the Code or REMIC Provisions. The Depositor shall provide on a timely basis (and in no event later than 30 days
after the Certificate Administrator’s request) to the Certificate Administrator or its designee such information with respect
to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession and is reasonably requested in writing by the
Certificate Administrator to enable it to perform its obligations under this subsection.


 


(h)           
The Certificate Administrator shall be the “partnership representative” within the meaning of Section 6223 of
the Code of the Upper-Tier REMIC and the Lower-Tier REMIC. The Holders of the Class R Certificates, by acceptance of the Class R
Certificates, agree, on behalf of themselves and all successor Holders of such Class R Certificates, to the irrevocable appointment
of the Certificate Administrator as the “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.


 


(i)            
The Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform
their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)            
The Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take
any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control and
the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) endanger the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted
under Section 12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC
(including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions as defined in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse
REMIC Event”) unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification
Opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders
and the RR Interest Owner) with respect to such action or (B) the Certificate Administrator and the Servicer have received
an opinion (at the expense of the party seeking to take such action or of the Trust Fund if taken for


 



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 the benefit of the Certificateholders)
to the effect that such action will not cause an Adverse REMIC Event.


 


(k)          
Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any
tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided
that the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate
Administrator the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further,
if such taxes shall have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in
connection with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall
be paid by such party.


 


(l)            
The Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier
REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained
herein or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall,
for federal income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue
interest) other than Default Interest. The books and records must be sufficient concerning the nature and amount of the investments
of the Lower-Tier REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)           None of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)          
 In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data that
the Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the
Certificates and the RR Interest, including, without limitation, the yield, issue prices, pricing prepayment assumption (which
shall be 0% CPY (as defined in the Offering Circular)) and projected cash flows of the Regular Certificates, the RR Interest and
the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter, the Depositor, the Trustee,
the Servicer and the Special Servicer shall provide to the Certificate Administrator, promptly upon request therefor, any such
additional information or data that the Certificate Administrator may, from time to time, reasonably request in order to enable
the Certificate Administrator to perform its duties as set forth herein. The Certificate Administrator is hereby directed to use
any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special Servicer in the preparation
of all federal, state or local income, franchise or other tax and information returns and reports for each of the Lower-Tier REMIC
and the Upper-Tier REMIC to Certificateholders and the RR Interest Owner as required herein. The Depositor hereby indemnifies
the Certificate Administrator for any losses, liabilities, damages, claims or expenses of the Certificate Administrator arising
from any errors or miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from
any failure of the Depositor to provide


 



    -223-


     


    

 


or to cause to be provided, accurate information or data to the Certificate Administrator
(but not resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications
shall survive the termination of this Agreement and the termination of the Certificate Administrator.


 


The
Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information
and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


(o)           
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Code Section 6221 (or
successor provisions) to either the Lower-Tier REMIC or the Upper-Tier REMIC and (ii) to avoid payment by either the Lower-Tier
REMIC or the Upper-Tier REMIC under Code Section 6225 (or successor provisions) of any tax, penalty, interest or other amount
imposed under the Code that would otherwise be imposed on any Holder of a Class R Certificate, past or present. A Holder
of any Class R Certificate agrees, by acquiring such Certificate, to any such elections.


 


Section
12.2         Foreclosed Property. (a) The parties hereto acknowledge and understand
that if the Trust Fund were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner
consistent with the manner in which the Property is currently owned and operated by the Loan Parties, through a Successor Manager,
some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income
from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate
income tax rates.


 


In
determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder,
shall take these circumstances into account and shall only acquire such Foreclosed Property if it determines, in its reasonable
judgment (after, consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible
alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that
results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf
of the Trust Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier
REMIC, will exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not
to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting
on behalf of the Trustee, if the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable
Management Agreement or replace the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management
Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the
foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the


 



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RR
Interest Owner on a net after-tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier
REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions,
the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to
be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are
necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix).


 


Without
limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)            
permit the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed Property, if the New Lease by
its terms will give rise to any income that does not constitute Rents from Real Property;


 


(ii)           
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)          
authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other improvements was completed before default
on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          
Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through
an Independent Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 


(b)          
The Special Servicer, acting on behalf of the Trustee for the benefit of the Certificateholders and the RR Interest Owner, shall
make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.15.
In any event, however, the Special Servicer, acting on behalf of the Trustee for the benefit of the Certificateholders and the
RR Interest Owner, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of
the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”)
by the IRS to sell such Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed
Property for an additional specified period will neither result in the imposition of taxes on “prohibited transactions”
of the Trust Fund as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail
to qualify as a REMIC at any time that the Certificates are outstanding, in which event such period shall be extended by such
additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If
the Special Servicer, on behalf of the Trustee, has received (or has not been denied) such Extension, then the Special Servicer,
acting on behalf of the Trustee hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value
for such longer period as such Extension permits (the “Extended Period”).
If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting
on behalf of the Trustee


 



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hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer,
acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee
hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of
the above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest bidder
(which may be the Special Servicer) in accordance with Accepted Servicing Practices.


 


(c)           
Within thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate
Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed
Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the
date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee
may reasonably request.


 


Section
12.3         Prohibited Transactions and Activities. The Special Servicer, on behalf
of the Trust Fund, shall not permit the sale or disposition of the Trust Loan at a time when the Trust Loan is not the subject
of a breach of a representation or is not in default or default with respect thereto is not reasonably foreseeable (except in
a disposition pursuant to (i) the bankruptcy or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier
REMIC in a “qualified liquidation” as defined in Section 860F(a)(4) of the Code), nor acquire any assets for
either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in
the Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services,
nor accept any contributions to either the Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the
three-month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting
it to take such action) to the effect that such disposition, acquisition, substitution or acceptance will not (a) affect
adversely the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or of the Certificates or the RR Interest
as representing regular interests therein, (b) affect the distribution of interest or principal on the Certificates or the
RR Interest, (c) result in the encumbrance of the assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier
REMIC (except pursuant to the provisions of this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC
to be subject to a tax on “prohibited transactions” or “prohibited contributions” pursuant to the REMIC
Provisions.


 


Section
12.4          Indemnification with Respect to Certain Taxes and Loss of REMIC Status.


 


(a)           
If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations
specifically set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and
duties thereunder, the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities
or expenses (“Losses”) resulting therefrom; provided, however,
the Certificate Administrator shall not be liable for any


 



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such Losses attributable to the action or inaction of the Servicer,
the Special Servicer, the Depositor, or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation
provided by the Holders of the Class R Certificates, the Servicer, the Special Servicer, or the Depositor, on which the Certificate
Administrator has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders
of the Class R Certificates at law or in equity.


 


(b)           
If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer in the performance of
its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard
of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust
Fund against any and all losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as
the case may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator,
the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by
the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special
Servicer, as the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any
successor Holders of the Class R Certificates at law or in equity.


 


ARTICLE
13.



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section
13.1         Intent of the Parties; Reasonableness. The parties hereto acknowledge and
agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other
Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission. Except as expressly required
by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply
with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these
provisions on the basis of such evolving interpretations of Regulation AB. In connection with the J.P. Morgan Chase Commercial
Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO, and any Companion Loan Securities,
each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor
and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including
any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its
possession or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate
Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other


 



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Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer,
the Special Servicer, the Certificate Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of
the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in
order to effect such compliance.


 


Section
13.2         Succession; Sub-Servicers; Subcontractors. (a) For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in
Section 13.7 of this Agreement), in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer
as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by
Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer and Special Servicer
or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer and Special
Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether such succession involves
it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an appointment under Section 7.1
or 7.2, in which case the successor Servicer or successor Special Servicer, as applicable, shall provide) to any Other
Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date
of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable
law or confidentiality agreement (and as long as such notice is not given by a successor Servicer or successor Special Servicer
appointed under Section 7.1 or 7.2), and otherwise no later than one (1) Business Day after such effective
date of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and
(y) in writing and in form and substance reasonably satisfactory to each such Other Depositor, all information relating to
such successor Servicer reasonably requested by any such Other Depositor in order to comply with its reporting obligation under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(b)           
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer,
the Special Servicer, any Sub-Servicer, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b) and
Section 13.2(c), a “Servicing Party”) is permitted to
utilize one or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request
provide to any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance
satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant
utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor, and
(ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.
Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function
Participant to comply with the provisions of Section 13.8 and Section 13.9 of this Agreement to the same
extent as if such Subcontractor were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or,
in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to obtain from
such Sub-Servicer) and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation


 



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required to be delivered by such Subcontractor under Section 13.8 and Section 13.9 of this Agreement,
in each case, as and when required to be delivered.


 


(c)           
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the
foregoing, if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement,
such Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a
“servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
and the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate
Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Sub-Servicer
and Subservicing Agreement. No Subservicing Agreement (other than such agreements set forth on Exhibit S hereto) shall
be effective until five (5) Business Days after such written notice is received by the Depositor, the Certificate Administrator
and each such Other Depositor. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable each Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise
(if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)           
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with
the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee
or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other
Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment (or if such prior
notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required under
Section 13.6 of this Agreement) and shall furnish pursuant to Section 13.6 of this Agreement to each Other
Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information
reasonably necessary for each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02
of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange
Act are required to be filed under the Exchange Act).


 


Section
13.3         Other Securitization Trust’s Filing Obligations. For so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the
Certificate Administrator and the Trustee shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit V,
shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby
to) reasonably cooperate with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s
reporting requirements under the Exchange Act.


 






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Section
13.4         Form 10-D Disclosure. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, within one Business Day after the related Distribution Date (using
commercially reasonable efforts), but in no event later than noon (New York City time) on the third Business Day after the related
Distribution Date, (i) the parties as set forth on Exhibit R to this Agreement, shall be required to provide
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure
is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge
thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually
known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such
party), in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise
agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance
of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit R to this
Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such
Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include,
an Additional Disclosure Notification in the form attached as Exhibit U to this Agreement. The Certificate Administrator
has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit R to this
Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information.


 


Section
13.5         Form 10-K Disclosure. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, no later than November 1, commencing in November 2022, (i) the
parties listed on Exhibit S to this Agreement shall be required to provide (and with respect to any Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure
is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be,
thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall
be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in house
legal department of such party), in EDGAR compatible format (to the extent available to such party in such format) or in such
other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such providing
parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit S to this Agreement
applicable to such party, and (ii) the parties listed on Exhibit S to this Agreement shall include with such
Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of
such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached as Exhibit U to this Agreement. The Certificate Administrator has no duty under this Agreement
to monitor or enforce the performance by the parties listed on Exhibit S to this Agreement of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 






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Section
13.6         Form 8-K Disclosure. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof
has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported if actually
known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such
party), within one Business Day after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable
Event”) (using commercially reasonable efforts), but in no event later than the close of business (New York City
time) on the second Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit T
to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party
that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such Servicing Function
Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other Exchange
Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes,
in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed
upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K
Disclosure Information described on Exhibit T to this Agreement as applicable to such party, if applicable, and (ii) the
parties listed on Exhibit T to this Agreement shall include with such Form 8-K Disclosure Information applicable
to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit V, shall
use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation
AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit U.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K
Disclosure Information.


 


Section
13.7         Annual Compliance Statements. On or before November 1 of each year,
commencing in 2022, each of the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special
servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of
the Exchange Act, the Certificate Administrator and the Trustee (provided, however, that the Trustee shall not be
required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing Criteria
applicable to it), at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant
that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with respect
to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each such Servicing Function Participant and each of the Servicer, Special Servicer and the
Certificate Administrator, a “Certifying Servicer”) to the Certificate
Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)), the
Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate substantially in
the form of Exhibit W stating, as to the signer thereof, that (A) a review of such Person’s activities during
the preceding calendar year or portion thereof and


 



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of such Person’s performance under this Agreement or the applicable sub-servicing
agreement, as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Person has fulfilled all its obligations under this Agreement or the applicable sub-servicing
agreement, as applicable, in all material respects throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status
thereof. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly
after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an
Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s
Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such
Certifying Servicer, respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer,
as applicable, has entered into a servicing relationship with respect to the Trust Loan or the Companion Loan in the fulfillment
of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement.
The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust
Loan or a Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the
time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant
to this Section 13.7 shall be made available to any Privileged Person by the Certificate Administrator by posting
such compliance report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


Section
13.8         Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On
or before April 15 of each year, commencing in 2023, the Servicer, the Special Servicer (regardless of whether the Special Servicer
has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator and the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing
Criteria applicable to it), each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing
Function Participant that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship
with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish,
and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and any Servicing Function Participant, as the case may be, a “Reporting
Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b),
the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance with the
Applicable Servicing Criteria substantially in the form of Exhibit X or such other form provided by such Reporting Servicer
that complies in all material respects with the requirements of Item 1122 of Regulation AB that contains (A) a
statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a
statement that, to the best of such Reporting Servicer’s knowledge, such


 



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Reporting Servicer used the Servicing Criteria
to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there has been any
material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and
status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of
Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with
the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 13.8
shall be provided to any Certificateholder, upon the written request therefor and submission of an Investor/Interest Owner
Certification in the form of Exhibit K-1, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each
Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Applicable Servicing Criteria.


 


(b)           
On the Closing Date, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator each acknowledge and agree
that Exhibit L to this Agreement sets forth the Applicable Servicing Criteria for such party.


 


(c)           
No later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the Certificate Administrator
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, in each case, and each such notice will specify what specific
Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.
When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act and the Certificate Administrator submit their assessments pursuant to Section 13.8(a) of
this Agreement, such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to
Section 13.9) of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1
through and including December 31 of each calendar year.


 


(d)           
In the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act and the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement,
such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer set forth
on Exhibit V, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it
to provide (and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function
Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant
to provide) an annual assessment of compliance pursuant to this Section 13.8, coupled


 



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with an attestation as required
in Section 13.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act and the Certificate Administrator was subject
to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


Section
13.9         Annual Independent Public Accountants’ Servicing Report. On or before
April 15 of each year, commencing in 2023, the Servicer, the Special Servicer and, for so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and the Trustee (provided,
however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during
which there was no Applicable Servicing Criteria applicable to it), each at its own expense, shall cause (and each such party,
(i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit V with which
it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause
such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such
party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) a registered public
accounting firm (which may also render other services to the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Certificate Administrator (who shall post it to the Certificate Administrator’s
Website pursuant to Section 8.14(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan
that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the
17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)),
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion
regarding such party’s assessment of compliance with the Applicable Servicing Criteria. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Act and the Exchange Act. Such report must be available for general use and not contain restricted
use language. Copies of all statements delivered pursuant to this Section 13.9 shall be made available to any Privileged
Person by the Certificate Administrator posting such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of such report from the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant,
the Depositor and each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer
or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate
Administrator as to the nature of any


 



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defaults by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or any Servicing Function Participant with which it has entered into a servicing relationship with respect to the Trust Loan or
any Companion Loan, as the case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate
Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder or under
the applicable sub-servicing agreement.


 


Section
13.10       Significant Obligor. With respect to any Property that secures a Companion Loan that the applicable
Other Depositor has notified the Servicer and Special Servicer in writing is a “significant obligor” (within the meaning
of Item 1101(k) of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other
Securitization Trust that includes such Companion Loan, to the extent that the Servicer is in receipt of the updated financial
statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar
year) from the Borrower or Special Servicer, beginning with the first calendar quarter following receipt of such notice from the
Other Depositor, or the updated financial statements of such “significant obligor” for any calendar year, beginning
for the calendar year following such notice from the Other Depositor, as applicable, the Servicer shall deliver to the Other Depositor,
on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if
such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly
Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as
applicable, such financial statements of the “significant obligor”, together with the net operating income of such
“significant obligor” for the applicable period as calculated by the Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related
Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as reported by the Borrower
in such financial statements.


 


If
the Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the
date such financial information is required to be delivered under the Mortgage Loan Documents, the Servicer shall notify the Other
Depositor with respect to such Other Securitization Trust that includes the related Companion Loan (and shall cause each applicable
sub-servicing agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial
information. The Servicer shall use efforts consistent with Accepted Servicing Practices (taking into account, in addition, the
ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the
Borrower under the Mortgage Loan Documents.


 


The
Servicer shall (and shall cause each applicable sub-servicing agreement entered into after receipt of written notice from the
Other Depositor that such Companion Loan is a significant obligor to require any related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor”
(identified to it as such by the Other Depositor in accordance with the second preceding


 



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 paragraph) to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K,
as applicable, is required to be filed by the Other Securitization Trust, shall forward an Officer’s Certificate evidencing
its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as
specified in the related Other Pooling and Servicing Agreement.


 


Section
13.11       Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee
shall provide (and with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function
Participant to provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust
(the “Certifying Person”) no later than November 1 of the year
following the year to which the Form 10-K of such Other Securitization Trust relates or, if November 1 is not a Business
Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1,
Exhibit Y-2, Exhibit Y-3 and Exhibit Y-4, as applicable, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably
rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification
to the Certifying Person pursuant to this Section 13.11 with respect to the period of time it was subject to this
Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


Section
13.12       Indemnification. For so long as the other Trust is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold
harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor from
and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such indemnified party arising out of (i) an actual breach by the Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, of its obligations under this Article 13,
(ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as applicable, in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable
regarding such party and delivered by or on behalf of such party.


 


The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant
of such party that is not a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing Function Participant
of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to indemnify and hold harmless the Depositor, each Other Depositor and any employee, director
or officer of the Depositor or any Other Depositor from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such indemnified party
arising out


 



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of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria
compliance reports or attestation reports pursuant to the applicable sub-servicing agreement, (ii) negligence, bad faith
or willful misconduct its part in the performance of such obligations, (iii) any failure by a Servicing Party (as defined
in Section 13.2(b)) to identify a Servicing Function Participant pursuant to Section 13.2(b) or (iv) delivery
of any Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party.


 


If
the indemnification provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to
hold harmless the Depositor, any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor,
then the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing
Function Participant (the “Performing Party”) shall contribute to
the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified
party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article 13
(or breach of its obligations under the applicable sub-servicing agreement to provide any of the annual compliance statements
or annual servicing criteria compliance reports or attestation reports) or the Performing party’s negligence, bad faith
or willful misconduct in connection therewith.


 


The
Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant
of such party that is not a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing Function Participant
of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 13.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer
or the Certificate Administrator.


 


Section
13.13      Amendments. This Article 13 may be amended by the parties hereto pursuant to Section 11.1
of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards
developed within the commercial mortgage-backed securities market and the Sarbanes-Oxley Act without any Opinions of Counsel,
Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to
the contrary contained in this Agreement.


 


Section
13.14       Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained
in this Agreement, the Depositor or any Other Depositor may terminate the Certificate Administrator upon five Business Days’
notice if the Certificate Administrator fails to comply with any of its obligations under this Article 13; provided
that such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment.


 


Section
13.15       Termination of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable,
shall (i) cause each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate
such agreement (without compensation, termination fee or the consent of any other


 



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 Person) at any time following any failure of
the applicable Sub-Servicer to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under
Regulation AB or as otherwise contemplated by this Article 13 and (ii) promptly notify the Depositor and any
Other Depositor following any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer
is required to deliver under Regulation AB or as otherwise contemplated by this Article 13. The Depositor and any
Other Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence
in its sole discretion. The rights of the Depositor and any Other Depositor to terminate a Sub-Servicing Agreement as aforesaid
shall not limit any right the Servicer, the Certificate Administrator or the Trustee, as applicable, may have to terminate such
Sub-Servicing Agreement.


 


Section
13.16       Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan.
(a) Any other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any
deadlines for delivery set forth in this Article 13, in connection with the requirements contained in this Article 13
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange
Act Reporting Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to
provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) until the Other
Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less
than 30 days written notice (which shall only be required to be delivered once and each party shall be entitled to rely on
such notice), setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated
by Section 13.7, Section 13.8 and Section 13.9 of this Agreement, stating that such Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail
the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided
that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required
to provide a single written notice to such effect. Any reasonable cost and expense of the Servicer, Special Servicer, Trustee
and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization
Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization
Trust. The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization
Trust as to whether applicable law requires the delivery of the items identified in this Article 13 to such Other
Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other
information required to be delivered under this Article 13 in connection therewith and (i) upon such confirmation,
the parties shall comply with the deadlines for delivery set forth in this Article 13 with respect to such Other Securitization
Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided
that no such confirmation shall be required in connection with any delivery of the items contemplated by Section 13.7,
Section 13.8 and Section 13.9 of this Agreement. Such confirmation shall be deemed given if the Other
Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to the effect
that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto
receives such written statement. The parties hereunder shall also have the right to require that such Other Depositor provide
them with the contact details of such Other Depositor, Other Exchange


 



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Act Reporting Party and any other parties to the Other Pooling
and Servicing Agreement relating to such Other Securitization Trust.


 


(b)           
Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 13.16(a) above, and subject to a right of the Servicer,
Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials,
permit the Companion Loan Holders to use such party’s description contained in the Offering Circular (updated as appropriate
by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, at the reasonable cost of
the Other Depositor) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)           
The Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given
in accordance with the terms of Section 13.16(a) above, shall each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 13.16(b) with respect to such party,
substantially identical to those, if any, delivered by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator,
as the case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular
and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be, and sufficient to comply
with Regulation AB). None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated
to deliver any such item with respect to the securitization of a Companion Loan if it did not deliver a corresponding item with
respect to this Trust.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.


 


	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (Depositor)
	 	 
	 	By:	/s/ Harris Rendelstein
	 	 	Name: Harris Rendelstein
	 	 	Title:   Vice President
	 	 	 
	 	KEYBANK
NATIONAL ASSOCIATION (Servicer)
	 	 
	 	By:	/s/ Michael A. Tilden
	 	 	Name: Michael A. Tilden
	 	 	Title:  Vice President
	 	 
	 	KEYBANK
NATIONAL ASSOCIATION (Special Servicer)
	 	 	 
	 	By:	/s/ Michael A. Tilden
	 	 	Name: Michael A. Tilden
	 	 	Title:  Vice President
	 	 	 
	 	COMPUTERSHARE
TRUST COMPANY, NATIONAL ASSOCIATION (Certificate Administrator)
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title:   Vice President



 


JPMCC 2022-OPO: TRUST AND SERVICING AGREEMENT


 






     


     

    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION (Trustee)
	 	 	 
	 	By:	/s/ Clarice Wright
	 	 	Name: Clarice Wright
	 	 	Title:   Vice President


 


JPMCC 2022-OPO: TRUST AND SERVICING AGREEMENT


 






     


     

    

 







 


EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-1-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-1-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
OTHERWISE CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR 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 AND CERTAIN OTHER ASSETS.


 




    Exhibit A-1-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS A 


	Pass-Through
    Rate:  3.02420%	 
	First
    Distribution Date:  February 7, 2022	 
	Aggregate
    Initial Certificate Balance of the Class A Certificates:  $326,166,000	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
        46655AAA6

        ISIN: US46655AAA60

        

        Common
        Code: 2411490214

         
	Initial
    Certificate Balance of this

    Certificate:  $[_]
	CUSIP:
        U4807EAA1

        ISIN: USU4807EAA11

        Common Code: 2411488405

         

        CUSIP:
        46655AAB4

        ISIN: US46655AAB446

         

        No.:
        A-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X, Class B, Class
C, Class D, Class E, Class F and Class R Certificates (collectively with the Class A Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank


 





 



 


		4	For
Certificate sold in reliance on Rule 144A only.



 


		5	For
Regulation S Global Certificate only.



 


		6	For
IAI Certificates.



 






    Exhibit A-1-4


     


    

 


National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class A Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-1-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-1-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-1-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 


Certificate
of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 




    Exhibit A-1-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-1-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-1-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





   




    Exhibit A-1-11


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS X CERTIFICATES


 


CLASS
X


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-2-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE PRINCIPAL BALANCES OF THE CLASS A
AND CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-2-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
OTHERWISE CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS
CLASS X CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-2-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS X 


	Pass-Through
    Rate:  Variable IO4	 
	First
    Distribution Date:  February 7, 2022	 
	Aggregate
    Initial Notional Amount of the Class X Certificates:  $402,135,0005	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
46655AAC2

ISIN: US46655AAC27 

        Common
        Code: 2411489476

         
	Initial
    Notional Amount of this

    Certificate:  $[_]
	CUSIP:
        U4807EAB9

        ISIN: USU4807EAB93

        Common Code: 2411486887

         

        CUSIP:
        46655AAD0

        ISIN: US46655AAD008

         

        No.:
        X-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class X Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B, Class
C, Class D, Class E, Class F and Class R Certificates (collectively with the Class X Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and


 





 



 


4
       The Class X Pass-Through Rate for any Certificate Interest Accrual Period is variable
and, for each Distribution Date, will equal the weighted average of the Class X Strip Rates for the Class A and Class B Certificates.
During the initial Certificate Interest Accrual Period, it is expected that the Pass-Through Rate for the Class X Certificates
will equal approximately 0.01380%.


 


5
       The Class X Certificates will not have Certificate Balances and will not be entitled
to receive distributions of principal. The Notional Amount of the Class X Certificates will be equal to the aggregate Certificate
Balance of the Class A and Class B Certificates.


 


6
       For Certificate sold in reliance on Rule 144A only.


 


7
       For Regulation S Global Certificate only.


  


8
       For IAI Certificates. 


 






    Exhibit A-2-4


     


    

 


Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest
then distributable and any Prepayment Premiums and any other amounts allocable to the Class X Certificates for such Distribution
Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of


 






    Exhibit A-2-5


     


    

 


the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late


 






    Exhibit A-2-6


     


    

 


United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-2-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 


Certificate
of Authentication


 


This
is one of the Class X Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 





	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 




    Exhibit A-2-8


     


    




 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation
S Global Certificate] have been made:


 


	Date
of 

Exchange
	 	Notional
                                         

                                         Amount 

                                         Prior to 

                                         Exchange 
	 	Notional
                                         

                                         Amount 

                                         Exchanged 
	 	Type
                                         of 

                                         Certificate 

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Notional 

                                         Amount 

                                         Following 

                                         Such 

                                         Exchange 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-2-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-2-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 







 




    Exhibit A-2-11


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS B CERTIFICATES


 


CLASS
B


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-3-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-3-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
OTHERWISE CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS
CLASS B CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS X CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-3-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS B 


	Pass-Through
    Rate: 3.37650%	 
	 	 
	First
    Distribution Date:  February 7, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class B Certificates:  $75,969,000	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
46655AAE8

ISIN: US46655AAE82 

        Common
Code: 2411496684 
	Initial
    Certificate Balance of this

    Certificate:  $[__]
	 	 
	CUSIP:
U4807EAC7

ISIN: USU4807EAC76 

        Common
Code: 2411490055


         

         

        CUSIP:
        46655AAF5

        ISIN: US46655AAF576

         

        No.:
        B-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class
C, Class D, Class E, Class F and Class R Certificates (collectively with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank


 





 



 


		4	For
Certificate sold in reliance on Rule 144A only.



 


		5	For
Regulation S Global Certificate only.



 


		6	For
IAI Certificates.



 






    Exhibit A-3-4


     


    

 


National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class B Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-3-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-3-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-3-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:








 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





  




    Exhibit A-3-8


     


    

 





SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-3-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-3-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





  


 




    Exhibit A-3-11


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS C CERTIFICATES


 


CLASS
C


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-4-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-4-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
OTHERWISE CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS
CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-4-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS C


 


	Pass-Through
    Rate: WAC Rate per annum	 
	 	 
	First
    Distribution Date:  February 7, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class C Certificates:  $78,850,000	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
46655AAG3

ISIN: US46655AAG31 

        Common
Code: 2411488234 
	Initial
    Certificate Balance of this

    Certificate:  $[__]
	 	 
	CUSIP:
U4807EAD5

ISIN: USU4807EAD59 

        Common
Code: 2411496415

        

         

        CUSIP:
        46655AAH1

        ISIN: US46655AAH146

         

        No.:
        C-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class
B, Class D, Class E, Class F and Class R Certificates (collectively with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank


 





 



 


		4	For
Certificate sold in reliance on Rule 144A only.



 


		5	For
Regulation S Global Certificate only.



 


		6	For
IAI Certificates.



 






    Exhibit A-4-4


     


    

 


National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class C Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-4-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-4-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-4-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:








 




    Exhibit A-4-8


     


    

 





SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-4-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-4-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





  




    Exhibit A-4-11


     


    

 


EXHIBIT
A-5


 


FORM
OF CLASS D CERTIFICATES


 


CLASS
D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-5-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-5-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
OTHERWISE CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS
CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN
THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-5-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS D


 


	Pass-Through
    Rate:  WAC Rate per annum	 
	 	 
	First
    Distribution Date:  February 7, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class D Certificates:  $88,920,000	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
46655AAJ7

ISIN: US46655AAJ79 

        Common
Code: 2411489984 
	Initial
    Certificate Balance of this

    Certificate:  $[__]
	 	 
	CUSIP:
U4807EAE3

ISIN: USU4807EAE33 

        Common
Code: 2411487855

         


         

        CUSIP:
46655AAK4

ISIN: US46655AAK436 

         

        No.:
D-[1] 
	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class
B, Class C, Class E, Class F and Class R Certificates (collectively with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank


 





 



 


		4	For
Certificate sold in reliance on Rule 144A only.



 


		5	For
Regulation S Global Certificate only.



 


		6	For
IAI Certificates.



 






    Exhibit A-5-4


     


    

 


National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class D Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-5-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-5-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-5-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 




    Exhibit A-5-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-5-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-5-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





   




    Exhibit A-5-11


     


    

 


EXHIBIT
A-6


 


FORM
OF CLASS E CERTIFICATES


 


CLASS
E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-6-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-6-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING
OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS
CLASS E CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET
FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-6-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS E


 


	Pass-Through
    Rate:  WAC Rate per annum	 
	 	 
	First
    Distribution Date:  February 7, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class E Certificates:  $59,850,000	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
        46655AAL2

        ISIN: US46655AAL26

        Common Code: 2411496254

         

        CUSIP:
        U4807EAF0

        ISIN: USU4807EAF08

        Common Code: 2411489715

         
	Initial
    Certificate Balance of this

    Certificate:  $[__]

                        
	CUSIP:
        46655AAM0

        ISIN: US46655AAM096

         

        No.:
        E-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class
B, Class C, Class D, Class F and Class R Certificates (collectively with the Class E Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank


 





 



 


		4	For
Certificate sold in reliance on Rule 144A only.



 


		5	For
Regulation S Global Certificate only.



 


		6	For
IAI Certificates.



 






    Exhibit A-6-4


     


    

 


National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class E Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the


 






    Exhibit A-6-5


     


    

 


owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 






    Exhibit A-6-6


     


    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-6-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 


Certificate
of Authentication


 


This
is one of the Class E Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 




    Exhibit A-6-8


     


    

  


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-6-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-6-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





   




    Exhibit A-6-11


     


    

 


EXHIBIT
A-7


 


FORM
OF CLASS F CERTIFICATES


 


CLASS
F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


		1	Temporary
Regulation S Global Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement.



 


		3	Global
Certificate legend.



 






    Exhibit A-7-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE
WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES)
UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF


 






    Exhibit A-7-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING
OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS
CLASS F CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE
EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE AND CERTAIN OTHER ASSETS.


 




    Exhibit A-7-3


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS F


 


	Pass-Through
    Rate:  WAC Rate per annum4	 
	 	 
	First
    Distribution Date:  February 7, 2022	 
	 	 
	Aggregate
    Initial Certificate Balance of the Class F Certificates:  $39,995,000	Rated
    Final Distribution Date:

    January 2039
	 	 
	CUSIP:
        46655AAN8

        ISIN: US46655AAN81

        Common Code: 2411487265

         

        CUSIP:
        U4807EAG8

        ISIN: USU4807EAG80

        Common Code: 2411496096

         
	Initial
    Certificate Balance of this

    Certificate:  $[__]

    

	CUSIP:
        46655AAP3

        ISIN: US46655AAP307

         

        No.:
        F-[1]

         
	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class F Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class
B, Class C, Class D, Class E and Class R Certificates (collectively with the Class F Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 





 



 


		4	On
each Distribution Date, the Class F Certificates will also be entitled to receive the Additional Interest Distribution Amount
(as defined in the Trust and Servicing Agreement), subject to the terms of the Trust and Servicing Agreement.



 


		5	For
Certificate sold in reliance on Rule 144A only.



 


		6	For
Regulation S Global Certificate only.



 


		7	For
IAI Certificates.



 






    Exhibit A-7-4


     


    

 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in February 2022 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class F Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 






    Exhibit A-7-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 






    Exhibit A-7-6


     


    

 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.


 




    Exhibit A-7-7


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 


Certificate
of Authentication


 


This
is one of the Class F Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 




    Exhibit A-7-8


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-7-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-7-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number: 





   




    Exhibit A-7-11


     


    

 


EXHIBIT
A-8


 


FORM
OF CLASS R CERTIFICATES


 


CLASS
R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSORS, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS,
THE TRUST LOAN SELLER, THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL


 






    Exhibit A-8-1


     


    

 


REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE
OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY
TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE TRUST AND
SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE
EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5),
OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.
IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED,
AMONG OTHER CONDITIONS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A
MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    Exhibit A-8-2


     


    

 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2022-OPO

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2022-OPO, CLASS R


 


	Pass-Through
    Rate:  N/A	 
	 	 
	First
    Distribution Date:  N/A	 
	 	 
	Percentage
    Interest of the Class R Certificates:  100%	Rated
    Final Distribution Date: N/A
	 	 
	CUSIP:
        46655AAQ1

        ISIN: US46655AAQ131

         

        CUSIP:
        U4807EAH6

        ISIN: USU4807EAH632

         

        CUSIP:
        46655AAR9

        ISIN: US46655AAR953

         

        No.:
        R-[1]

         
	 


This
certifies that [______] is the registered owner of the percentage interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of six promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class
B, Class C, Class D, Class E and Class F Certificates (collectively with the Class R Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).
The Trust will also create an uncertificated RR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of January 26,
2022 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, and Wilmington Trust, National Association,


 





 



 


		1	For
Certificate sold in reliance on Rule 144A only.



 


		2	Regulation
S Global Certificate only.



 


		3	For
IAI Certificates.



 






    Exhibit A-8-3


     


    

 


as Trustee. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the Distribution Date to the
Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the
last Business Day of the calendar month preceding the month in which such Distribution Date occurs.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 






    Exhibit A-8-4


     


    

 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust
and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the
Special Servicer and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less
than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders and the RR Interest Owner after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the
final payment on the Certificates, the RR Interest and the Uncertificated Lower-Tier Interests or (ii) the liquidation of
the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the
liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that
in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St.
James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator
under the Trust and Servicing Agreement.





 






    Exhibit A-8-5


     


    

 


 


The
Certificate Administrator shall be the “partnership representative” (within the meaning of Section 6223 of the Code)
of the Upper-Tier REMIC and Lower-Tier REMIC. The Class R Certificateholders, by acceptance of the Class R Certificates, agree,
on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable appointment of the Certificate
Administrator as the “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.



 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)           Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its
status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
of a Residual Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was
a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as 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 J-1 to the Trust and Servicing Agreement (a “Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that
(1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the
proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash
flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is


 






    Exhibit A-8-6


     


    

 


not a Permitted Transferee, (6) it is a QIB purchasing for its own account, or a person purchasing for the
account of another QIB, and (7) the proposed transferee expressly agrees to be bound by and to abide by the provisions of
Section 5.3(n) of the Trust and Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate,
require a statement from the proposed transferor substantially in the form attached as Exhibit J-2 to the Trust and Servicing
Agreement (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed
transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements
in the Transferee Affidavit are false.


 


(iii)         Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such
proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the transferor or to such agent referred to above; provided, however, such Persons shall in no event be excused
from furnishing such information.


 


(iv)         The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 






    Exhibit A-8-7


     


    

 




IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 
 not in its
                                         individual capacity but solely as 
 Certificate Administrator
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:








 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Trust and Servicing Agreement.


 


Dated:January
26, 2022


 


	 	COMPUTERSHARE
                                         TRUST COMPANY, 

                                         NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as 

                                         Authenticating Agent
	 	 	 
	 	By:	 
		
	Name:
	 	 	Title:





 




    Exhibit A-8-8


     


    

 





SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this Rule 144A Definitive Certificate have been made:


 


	Date
                                         of 

                                         Exchange or
                                         

                                         Payment of
                                         

                                         Principal 
	 	Certificate
                                         

                                         Balance 

                                         Prior to 

                                         Exchange or
                                         

                                         Payment 
	 	Certificate
                                         

                                         Balance 

                                         Exchanged 

                                         or Principal
                                         

                                         Payment 

                                         Made 
	 	Type
                                         of 

                                         Certificate
                                         

                                         Exchanged 

                                         for 
	 	Remaining
                                         

                                         Certificate
                                         

                                         Balance 

                                         Following 

                                         Such

                                         Exchange or
                                         

                                         Payment 
	 	Notation
                                         

                                         Made by 
	 
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-
	__________	-	__________	-	__________	-	__________	-	_________	-	_________	-



 



    Exhibit A-8-9


     


    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”)
the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


 





 



 


 









 


 



 


Date:
__________________


 


		Signature
by or on behalf of
 Assignor(s):	 
	 	 	 
	 	 	 
	 	 	 
	 	Taxpayer Identification Number: _________



  




    Exhibit A-8-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:

_____________________________________________________________________.


 


Distributions,
if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 



 


	 	By:	 
	 	 	[Please print or type
                              name(s)]



 


		Title:	



      


		Taxpayer
Identification Number





  






    Exhibit A-8-11


     


    

 







EXHIBIT
B


 


FORM
OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


	Loan
    Information
	 
	 	Name
    of Mortgagor:	
	 	 	 
	 	[Servicer]
    [Special Servicer] Loan No.:	
	 	 	 
	Certificate
    Administrator
	 
	 	Name:	Computershare
    Trust Company, National Association
	 	 	 
	 	Address:	Computershare
    Trust Company, National Association

    1055 10th Avenue SE

    Minneapolis, MN 55414

    Attention:  CTS – Document Custody Group

                      JPMCC 2022-OPO
	 	 	 
	 	Custodian/Certificate
    Administrator  Mortgage File No.:	
	 	 	 
	 	 	 
	Depositor
	 
	 	Name:	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	383
                                         Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh 

	 	 	 
	 	Certificates:	J.P.
    Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO


 


The
undersigned [Servicer] [Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as
certificate administrator (the “Certificate Administrator”), for the Holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO, the documents referred to
below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Trust and Servicing Agreement dated as of January 26, 2022, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special


 






    
Exhibit B-1



     


    

 


Servicer,
Computershare Trust Company, National Association, as Certificate Administrator and Wilmington Trust, National Association, as
Trustee (the “Trust and Servicing Agreement”).


 


 





	(
    )	Note
    dated December 9, 2021, in the original principal sum of $______, made by _______, payable to, or endorsed to the order of,
    the Trustee.
	 	 
	(
    )	Mortgage(s)
    recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _________, State
    of ___________ in book/reel/docket ___________ of official records at page/image ________.
	 	 
	(
    )	Deed
    of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
    State of _______ in book/reel/docket ____________ of official records at page/image.
	 	 
	(
    )	Deed
    to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ___________,
    State of _______ in book/reel/docket ____________ of official records at page/image.
	 	 
	(
    )	Other
    documents, including any amendments, assignments or other assumptions of the Note or Mortgages.



 






	 	(
    )	___________________________
	 	 	 
	 	(
    )	___________________________
	 	 	 
	 	(
    )	___________________________
	 	 	 
	 	(
    )	___________________________







  


The
undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Trust and Servicing Agreement.


 


(2)       The
[Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in
the Trust and Servicing Agreement.


 


(3)       The
[Servicer] [Special Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists,
unless the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Trust and Servicing Agreement.


 



    
Exhibit B-2



     


    




 


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in
the [Servicer’s] [Special Servicer’s] possession, custody or control.


 


	 	[Servicer]
                                         [Special Servicer]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	 	Acknowledged and agreed:
	 	 
	 	COMPUTERSHARE
               TRUST COMPANY, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	Date: _________	 	 








    
Exhibit B-3



     


    

EXHIBIT
C


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO	 



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of
[Euroclear] [Clearstream]* (Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


	*	Select
appropriate depository.



 











    
Exhibit C-1



     


    




[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)        no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as
applicable; and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert
                                         Name of Transferor]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 



 










 






 


**       Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.














    
Exhibit C-2



     


    

EXHIBIT
D


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

      as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect
to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933,
as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States,






    
Exhibit D-1



     


    




[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as
applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert
                                         Name of Transferor]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 



 





 



 


*        Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**        Select (i) or (ii), as applicable. 


 







    
Exhibit D-2



     


    

EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount]of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository
in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or
transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 





 



 


	*		Select
                                         appropriate depository.



 






    
Exhibit E-1



     


    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert
                                         Name of Transferor]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 






 


 




    
Exhibit E-2



     


    

EXHIBIT
F


 


FORM
OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

          as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Trust and Servicing Agreement certifies that it is an institution and is not a U.S.
Person as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 





 



 


	*		Select,
as applicable.



 






    
Exhibit F-1



     


    

commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, and
the Initial Purchasers.


 

	 	Dated:______________
	 	 	 
		By:	
	 	 	as,
                                         or as agent for, the holder of a beneficial interest in the Certificates to which this
                                         certificate relates.



 




    
Exhibit F-2



     


    

EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

OF NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, Class [__]__



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code No. [______]) through the
Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States;


 










 



 


*
       Select appropriate depository.


 



    
Exhibit G-1



     


    




[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)        no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Initial Purchasers.


 


	 	[Insert
                                         Name of Transferor]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 



 










 



 


**         Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.


 










    
Exhibit G-2



     


    

EXHIBIT
H


 


FORM
OF TRANSFER CERTIFICATE

OF NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and
Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect
to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933,
as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)        the
offer of the Certificates was not made to a person in the United States,


 



    
Exhibit H-1



     


    

 





[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)        no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable, and


 


(4)       
the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the
Trustee, the Certificate Administrator and the Initial Purchasers.


 





	 	[Insert
                                         Name of Transferor]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 





 




 





 



 


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.





**
     Select (i) or (ii), as applicable.





    
Exhibit H-2



     


    

EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

OF NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Computershare
Trust Company, National Association,

      as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, Class [__]



 


Reference
is hereby made to the Trust and Servicing Agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and
Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name
of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial
interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


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 



    
Exhibit I-1



     


    

commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the
Initial Purchasers.


 


	 	[Insert
                                         Name of Transferor]
	 	 	           
		By: 	 
	 	 	Name:
                                         Title: 



	 	 	 
	Dated: _______	 	 
	 	 	 
	cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.	 	 


 











 




    
Exhibit I-2



     


    

EXHIBIT
J-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Computershare
Trust Company, National Association,

      as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO (the “Certificates”) issued pursuant
                                         to the Trust and Servicing Agreement, dated as of January 26, 2022 (the “Trust
                                         and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer,
                                         Computershare Trust Company, National Association, as Certificate Administrator, and
                                         Wilmington Trust, National Association, as Trustee	 



 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 










 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.           I am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.           The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage
investment conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and
(ii) “Upper-Tier REMIC,” respectively, relating to the Certificates for which an election is to be made
under Section 860E of the Internal Revenue Code of 1986 (the “Code”).


 


3.           The Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (a) the United States, a State, or any agency or instrumentality of any of


 



    
Exhibit J-1-1



     


    

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


 


4.              The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain
circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


 


5.              The Purchaser is a “United States person” as defined in Section 7701(a) of the Code and the regulations
promulgated thereunder (the Purchaser’s U.S. taxpayer identification number is [______]). The Purchaser is not classified
as a partnership under the Code (or, if so classified, all of its beneficial owners are United States persons).


 


6.              No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.              The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.              The Purchaser is a Permitted Transferee.


 


9.              Check the applicable paragraph:


 


☐             The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)              the present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)             the present value of the expected future distributions on such Class R Certificate; and


 


(iii)            the present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


  



    
Exhibit J-1-2



     


    




For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in
Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code
in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate)
and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐             The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)              the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)             at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)          
 the Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)            the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐              None
of the above.


 


10.             The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future
and the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


11.             The Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows
generated by such Certificate.


 


12.             The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.






    
Exhibit J-1-3



     


    




13.             
The Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is
not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


14.             
The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted
Transferee.


 


15.             
The Purchaser is a QIB purchasing for its own account, or a Person purchasing for the account of another QIB.


 


16.             
The Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions
may be set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


17.             
The Purchaser consents to the designation of the Certificate Administrator as the partnership representative of the  Lower-Tier
REMIC and the Upper-Tier REMIC within the meaning of Section 6223 of the Code, in each case pursuant to Section 12.1 of the
Trust and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 


	 	By:	 
	 	 	Name:

        Title:

	 	 	 
	 	By:	 
	 	 	Name:

        Title:







  


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the 



    
Exhibit J-1-4



     


    

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 J-1-5



     


    

EXHIBIT
J-2


 


FORM
OF TRANSFEROR LETTER


 


[Date]


 


Computershare
Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO (the “Certificates”)______________



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing
Agreement, dated as of January 26, 2022 (the “Trust and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)              
No purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)              
The Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to
the Trust and Servicing Agreement as Exhibit J-1. The Transferor does not know or believe that any representation contained therein
is false.


 


(3)              
The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable 



    
Exhibit J-2-1



     


    

for
United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 


	 	Very truly
    yours,
	 	 
	 	(Transferor)
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  



  







    
Exhibit J-2-2



     


    

EXHIBIT
J-3


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


Computershare
Trust Company, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: CMBS – JPMCC 2022-OPO


 


Computershare
Trust Company, National Association,

         as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Certificate Transfer Services – CTS – JPMCC 2022-OPO


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO___________



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$[____] Initial Certificate Balance] [[__]% Percentage
Interest] in the J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates,
Series 2022-OPO, Class [__] Certificates (the “Certificate”) issued pursuant to that certain trust and servicing
agreement dated as of January 26, 2022 (the “Trust and Servicing Agreement”), between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the
Purchaser is not and will not be 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”)] 



    
Exhibit J-3-1



     


    

(each,
a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate[,
other than, in the case of the Class E or Class F Certificates, an insurance company using assets of its general account under
circumstances, whereby such purchase and the subsequent holding of such Class E or Class F Certificates by such insurance company
would be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under Sections
I and III of PTCE 95-60, or, in the case of a plan subject to Similar Law, where the acquisition, holding or disposition of such
Certificate will not constitute or result in a non-exempt violation under Similar Law].


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 


	 	Very truly
    yours,
	 	 
	 	[The Purchaser]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  



 




    
Exhibit J-3-2



     


    

EXHIBIT
J-4


 


FORM
OF TRANSFEREE CERTIFICATE FOR TRANSFER OF THE RR INTEREST


 


[Date]


 


Computershare
Trust Company, National Association

           as Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Certificate Transfer Services – CTS – JPMCC 2022-OPO





[OR
OTHER CERTIFICATE REGISTRAR]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.





383
Madison Avenue, 8th Floor





New
York, New York 10179





Attention:
Kunal K. Singh


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.





4
New York Plaza, 21st Floor





New
York, New York 10004





Attention:
SPG Legal





email:
US_CMBS_Notice@jpmorgan.com


 


JPMorgan
Chase Bank, National Association





383
Madison Avenue, 8th Floor





New
York, New York 10179





Attention:
Kunal K. Singh





email:
US_CMBS_Notice@jpmorgan.com


 


JPMorgan
Chase Bank, National Association





4
New York Plaza, 21st Floor





New
York, New York 10004





Attention:
SPG Legal





email:
US_CMBS_Notice@jpmorgan.com






    
Exhibit J-4-1



     


    




 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO (the “Certificates”) issued pursuant
                                         to the Trust and Servicing Agreement (the “Trust and Servicing Agreement”),
                                         dated as of January 26, 2022, among J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer,
                                         Computershare Trust Company, National Association, as Certificate Administrator, and
                                         Wilmington Trust, National Association, as Trustee. Capitalized terms used but not defined
                                         herein shall have the meanings given to them in the Trust and Servicing Agreement.



 


[_________]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar, and to the “retaining
sponsor” as such term is defined in the Credit Risk Retention Rules (as defined in the Trust and Servicing Agreement), that:


 


		1.	The
                                         Purchaser is acquiring $[_____] RR Interest Balance of the RR Interest from [_____] (the
                                         “Transferor”).



 


		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of the
                                         RR Interest 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 will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	The
                                         Purchaser is not and will not become (i) 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 (each, a “Plan”), or (ii) any person acting on
                                         behalf of any such Plan or using the assets of a Plan to purchase the RR Interest.



 


		4.	The
                                         Purchaser certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in the Credit Risk
                                         Retention Rules, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the RR Interest as a nominee, trustee or agent for any person that is
                                         not a Majority-Owned Affiliate, and that for so long as it retains its interest in the
                                         RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         consents to any additional restrictions or arrangements that shall be deemed necessary
                                         upon advice of counsel to constitute a reasonable arrangement to ensure that its ownership
                                         of the RR Interest will satisfy the 



 



    
Exhibit J-4-2



     


    




 


	 	 	risk
                                         retention requirements of the Transferor, in its capacity as sponsor under Credit Risk
                                         Retention Rules.



 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 


	 	 	By:	 
	 	 	 	Name:

        Title:

	 	 	 	 
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
    as Retaining Sponsor	 	 
	 	 	 
	By:	 	 	 
	Name:	 	 
	Title:	 	 



  







    
Exhibit J-4-3



     


    

EXHIBIT
J-5


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFER OF THE RR INTEREST


 


[Date]


 


Computershare
Trust Company, National Association

         as Certificate Registrar

600 South 4th Street, 7th Floor





Minneapolis,
Minnesota 55415





Attention:
Certificate Transfer Services – CTS – JPMCC 2022-OPO





[OR
OTHER CERTIFICATE REGISTRAR]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.





383
Madison Avenue, 8th Floor





New
York, New York 10179





Attention:
Kunal K. Singh





email:
US_CMBS_Notice@jpmorgan.com


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.





4
New York Plaza, 21st Floor





New
York, New York 10004





Attention:
SPG Legal





email:
US_CMBS_Notice@jpmorgan.com


 


JPMorgan
Chase Bank, National Association





383
Madison Avenue, 8th Floor





New
York, New York 10179





Attention:
Kunal K. Singh





email:
US_CMBS_Notice@jpmorgan.com


 


JPMorgan
Chase Bank, National Association





4
New York Plaza, 21st Floor





New
York, New York 10004





Attention:
SPG Legal





email:
US_CMBS_Notice@jpmorgan.com


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO (the “Certificates”) issued pursuant
                                         to the Trust and Servicing Agreement (the “Trust and Servicing Agreement”),
                                         dated as of January 26, 2022, among J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer,
                                         Computershare Trust Company, National Association, as Certificate Administrator, and
                                         Wilmington Trust, National Association, as Trustee



 



    
Exhibit J-5-1



     


    

 





Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of the RR Interest evidencing $[_____] RR Interest Balance. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants
to you that:


 


		1.	The
                                         transfer is in compliance with the Trust and Servicing Agreement.



 


		2.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in the
                                         Credit Risk Retention Rules, of the Transferor.



 


		3.	The
                                         Purchaser is not and will not become (i) 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 (each, a “Plan”), or (ii) any person acting on
                                         behalf of any such Plan or using the assets of a Plan to purchase the RR Interest.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Trust and Servicing Agreement as Exhibit J-4. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 


	 	[TRANSFEROR]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  







 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 



    
Exhibit J-5-2



     


    




 





	By:	 	 
	 	Name:	 
	 	Title:	 



  




    
Exhibit J-5-3



     


    

EXHIBIT
K-1


 


FORM
OF INVESTOR/INTEREST OWNER CERTIFICATION FOR NON-BORROWER 

AFFILIATES AND/OR RISK RETENTION CONSULTATION PARTY


 


[Date]


 


Computershare
Trust Company, National Association

           as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Corporate Trust Services (CMBS) – JPMCC 2022-OPO


 


		Attention:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO

                                         Commercial Mortgage Pass-Through Certificates, Series 2022-OPO , and the RR Interest



 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of January 26, 2022 (the “Agreement”), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Wilmington Trust, National Association, as Trustee, and Computershare Trust
Company, National Association, as Certificate Administrator (the “Certificate Administrator”), and KeyBank
National Association, as Servicer and as Special Servicer, and with respect to the above-referenced certificates (the “Certificates”)
and the RR Interest, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [[a Certificateholder][a Beneficial Owner][a prospective purchaser] of the Class ___ Certificates][the Directing
Certificateholder][the RR Interest Owner][the Risk Retention Consultation Party]].


 


2.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Affiliate, a Restricted Holder, a
Manager, or an agent or an Affiliate of any of the foregoing.]


 


[3.      The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the [related
Certificates][RR Interest], from its accountants and attorneys, and otherwise from such governmental or banking authorities or
agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Certificate
Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents


 






    
Exhibit K-1-1



     


    

 


or
representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such information confidential shall expire one year following
the date that the undersigned is no longer [a Certificateholder or a Beneficial Owner of a Class of Certificates][the RR Interest
Owner] or is not a purchaser of [Certificates][the RR Interest] in the case of a prospective purchaser.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.]


 


4.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
each party to the Trust and Servicing Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


5.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Directing Certificateholder][RR Interest Owner][Risk Retention Consultation Party]







	 
	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 	 
	 	Company:	 	 
	 	Phone:	 	 	 


















    
Exhibit K-1-2



     


    

EXHIBIT
K-2



FORM OF INVESTOR/INTEREST OWNER CERTIFICATION FOR BORROWER 

AFFILIATES


 


[Date]


 


Computershare
Trust Company, National Association
          as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Corporate Trust Services – CMBS JPMCC 2022-OPO



Attention:         J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO

Commercial Mortgage Pass-Through Certificates, Series 2022-OPO , and the RR Interest


 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of January 26, 2022 (the “Agreement”), by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Wilmington Trust, National Association, as Trustee, and Computershare Trust
Company, as Certificate Administrator (the “Certificate Administrator”), and KeyBank National Association,
as Servicer and as Special Servicer, and with respect to the above-referenced certificates (the “Certificates”)
and the RR Interest, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [[a Certificateholder][a Beneficial Owner][a prospective purchaser] of the Class ___ Certificates][the Directing
Certificateholder][the RR Interest Owner]].


 


2.       The
undersigned is a Borrower Affiliate, a Manager, or an agent or Affiliate of the foregoing.


 


3.       The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”)
and agrees to keep the Information confidential (except from such outside persons as are assisting it in making an evaluation
in connection with purchasing the [related Certificates][RR Interest] from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the
prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part.


 


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 



    
Exhibit K-2-1



     


    

registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
each party to the Trust and Servicing Agreement and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Borrower
    Affiliate] [Manager][Affiliate][Agent of Borrower Affiliate][Directing Certificateholder][RR Interest Owner]	 
	 	 	 	 	 	 	 
	 	By:	 	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 	 
	 	Company:	 	 
	 	Phone:	 	 	 



 










    
Exhibit K-2-2



     


    

EXHIBIT
L


 


APPLICABLE
SERVICING CRITERIA


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include
any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

                                         Special Servicer

        

        Certificate
        Administrator

        

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Servicer

                                         Special Servicer

        

        Certificate
        Administrator

        

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer

        

        Special
        Servicer

        

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        

        Special
        Servicer

        

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer

                                         Special Servicer

        

        Certificate
        Administrator

        

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

                                         Special Servicer 

        Certificate
        Administrator

        




 



    
Exhibit L-1



     


    

 


	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

                                         Special Servicer

        

        Certificate
        Administrator

        

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	N/A
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	N/A
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	N/A
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer







    
Exhibit L-2



     


    




	APPLICABLE
    Servicing Criteria 	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A



 

At
all times that the Servicer and Special Servicer are the same entity, the Servicer and the Special Servicer may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    
Exhibit L-3



     


    

EXHIBIT
M



FORM OF NRSRO CERTIFICATION


 


[Date]


 


Computershare
Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: CMBS – JPMCC 2022-OPO






Attention:J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates,
Series 2022-OPO_____________________________


 


In
accordance with the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of
January 26, 2022 (the “Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	(a)
                                         The undersigned is a Rating Agency; or



 


(b)
The undersigned is a nationally recognized statistical rating organization and has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), has access to the Depositor’s 17g-5 website, is requesting access pursuant
to the Agreement to certain information (the “Information”) on the 17g-5 Information Provider’s Website
pursuant to the provisions of the Agreement, and agrees that it shall be bound by the provisions of the confidentiality agreement
attached hereto as Annex A, which shall be applicable to the undersigned with respect to any information obtained from the 17g-5
Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s
Website that host the Depositor’s 17g-5 website after the Closing Date.


 


		2.	The
                                         undersigned agrees that each time it accesses the 17g-5 Information Provider’s
                                         Website, it is deemed to have recertified that the representations herein contained remain
                                         true and correct.



 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 



    
Exhibit M-1



     


    




BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 


	 	Nationally
    Recognized Statistical Rating Organization	 
	 	 	 	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 	 
	 	Company:	 	 
	 	Phone:	 	 	 
	 	Email:	 	 	 








    
Exhibit M-2



     


    

ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with JP Morgan Securities
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the J.P. Morgan Chase
Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO (the “Certificates”)
pursuant to the Trust and Servicing Agreement, dated as of January 26, 2022 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as
Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee 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 Computershare Trust Company, National Association, as 17g-5 Information
Provider under the Trust and Servicing Agreement, including the section of the 17g-5 Information Provider’s website that
hosts the Depositor’s 17g-5 website after the Closing Date (as defined in the Trust and Servicing Agreement). Information
provided by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Trust and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:


 


	 	●	was or becomes generally
    available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering
    document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below)
    in violation of this Confidentiality Agreement;




 


	 	●	was or is lawfully
    obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by
    you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
    to maintain the information as confidential; or




 


	 	●	is independently
    developed by the NRSRO without reference to any Confidential Information.




 



    
Exhibit M-3



     


    




 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


	 	●	disclose the Confidential
    Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents and advisors
    (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such Confidential
    Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information
    to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that such
    NRSRO Representative will act in accordance with this Confidentiality Agreement;
	 	 	 
	 	●	solely to the extent
    required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5), post the Confidential Information to the NRSRO’s
    password protected website; and
	 	 	 
	 	●	use information
    derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal
    any Confidential Information.







 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and


 






    
Exhibit M-4



     


    

 


provided
that you been informed by written notice that the related Furnishing Entity is seeking a protective order or other reasonable
assurance for confidential treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential
Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential
treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order
or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that
is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the
NRSRO be required to take a position that such information should be entitled to receive such a protective order or reasonable
assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree
to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing
Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the
provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required
to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to


 






    
Exhibit M-5



     


    

 


which
a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising
any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


	 	


JP
Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179









 




    
Exhibit M-6



     


    

EXHIBIT
N-1


 





FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO______



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of January 26, 2022 (the “Trust and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as Depositor, that:


 


1.                 
The Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loan for which
_________________ is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess
Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.                 
Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached
or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner,
or (e) taken any other action, which (including in the case of any of the acts described in clauses (a) through (e) hereof) would
constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities



 



    
Exhibit N-1-1



     


    

Act”),
or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act
or any state securities laws.


 


	 	Very
    truly yours,
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  






  




    
Exhibit N-1-2



     


    

EXHIBIT
N-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


KeyBank
National Association

11501 Outlook Street, Suite 300





Overland
Park, Kansas 66211





Attention:
Michael A. Tilden


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO___________



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of January 26, 2022 (the “Trust and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as the Depositor and the Servicer, that:


 


1.                 
The Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would
violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.                 
The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities
Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, the Certificate
Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the
Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered
or qualified pursuant to any applicable state


 






    
Exhibit N-2-1



     


    

 


securities
laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor
has received a certificate from the prospective transferor substantially in the form attached as Exhibit N-1 to the Trust and
Servicing Agreement, and (B) each of the Servicer and the Depositor have received a certificate from the prospective transferee
substantially in the form attached as Exhibit N-2 to the Trust and Servicing Agreement.


 


3.                 
The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of the Trust and Servicing Agreement (including, without limitation, Section 3.17 therein),
which provisions it has carefully reviewed.


 


4.                 
Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the
Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached
or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any
interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner,
or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or
any other similar security, which (including in the case of any of the acts described in clauses (a) through (e) above) would
constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess
Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or
qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security.


 


5.                 
The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any
payments thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance
and servicing of the Mortgage Loan, and (e) all related matters that it has requested.


 


6.                 
The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or
(b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 






    
Exhibit N-2-2



     


    




 


7.                 
The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.                 
The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Trust and Servicing Agreement.


 


	 	Very
    truly yours,
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  



 







    
Exhibit N-2-3



     


    

EXHIBIT
O


 


FORM
OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.




 


In
connection with the J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates,
Series 2022-OPO (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, Thomson
                                         Reuters, Moody’s Analytics, Markit Group Limited, or MBS Data, LLC, a market data
                                         provider that has been given access to the Distribution Date Statements, CREFC Reports
                                         and supplemental notices on www.ctslink.com (“CTSLink”) by request
                                         of the Depositor.



 


		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, and any confidentiality agreement applicable to the undersigned with respect
                                         to information obtained from the Depositor's 17g-5 website shall also be applicable to
                                         information obtained from CTSLink.



 


		4.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator,
                                         the Servicer, the Special Servicer and the Trust for any loss, liability or expense incurred
                                         thereby with respect to any such breach by the undersigned or any of its representatives.



 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the agreement pursuant to which the Certificates were issued.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 



    
Exhibit O-1



     


    

 


 


	 	By:	 
	 	 	Name:
	 	 	Title:






  




    
Exhibit O-2



     


    

EXHIBIT
P


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Computershare
Trust Company, National Association,

         as Certificate Administrator

600 South 4th Street, 7th Floor

Minneapolis, MN 55415

Attention: CMBS – JPMCC 2022-OPO


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Real Estate Structured Finance – Securitization Group


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.2 of the Trust and Servicing Agreement, dated as of January 26, 2022 (the “Trust
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee, on behalf of the holders of the J.P. Morgan Chase Commercial Mortgage
Securities Trust 2022-OPO, Commercial Mortgage Pass-Through Certificates, Series 2022-OPO (the “Certificates”)
in connection with the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”)
of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Trust and Servicing
Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


[For
Institutional Accredited Investors only]1.The Purchaser is not purchasing a Class R Certificate and the Purchaser is an
institutional “accredited investor” (an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) or an entity all of the equity
owners of which are such institutions, and has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting
are each able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring
the Certificates purchased by it for its own account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which the Purchaser exercises sole investment discretion.


 



    
Exhibit P-1



     


    

 


The
Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


[For
Qualified Institutional Buyers only]1.The Purchaser is a “qualified institutional buyer” within the meaning
of Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (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 resale to (i) “qualified institutional buyers” in transactions under Rule 144A, and not in any event
with the view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class
R Certificate) to non-U.S. Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S
promulgated under the Securities Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G,
Exhibit H or Exhibit I, as applicable, to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and
any subsequent Certificate issued in transfer or exchange therefor) has not been registered under the Securities Act, by reason
of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona
fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions)
as expressed herein.


 


3.                 
The Purchaser has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
the “Offering Circular”) and the agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


4.                 
The Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


5.                 
The Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.                 
The Purchaser will not sell or otherwise transfer all or any portion of the Certificates, except in compliance with Section 5.3
of the Trust and Servicing Agreement.


 



    
Exhibit P-2



     


    

 





7.                 
Check one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Administrator (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable
                                         (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Person, (ii) IRS Form W-8IMY (with all appropriate
                                         attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI
                                         (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
                                         and state that interest and original issue discount on the Certificate and Permitted
                                         Investments is, or is expected to be, effectively connected with a U.S. trade or business.
                                         The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
                                         IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any
                                         applicable successor IRS forms, or such other certifications as the Certificate Registrar
                                         may reasonably request, on or before the date that any such IRS form or certification
                                         expires or becomes obsolete, or promptly after the occurrence of any event requiring
                                         a change in the most recent IRS form of certification furnished by it to the Certificate
                                         Registrar.



 


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


 










 



 


**
Each Purchaser must include one of the two alternative certifications.





***
Does not apply to a transfer of Class R Certificates.



 






    
Exhibit P-3



     


    

 


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 non-U.S. Person.


 


	 	Very truly
    yours,
	 	 
	 	[The
    Purchaser]
	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:  






Date


 










 



 


****    Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    
Exhibit P-4



     


    
















EXHIBIT
Q


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or
by wire transfer to:



Account Name: Commercial Real Estate Finance Council (CREFC)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




    Exhibit Q-1 


     


    

EXHIBIT
R


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is
relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled
to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other Securitization Trust
(other than information with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular),
in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Trust Loan Seller. Each of the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or
property identified as such in the prospectus relating to the Other Securitization and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Servicer or
the Special Servicer is not the Servicer or the Special Servicer, as the case may be. For this Agreement and any Other Securitization
Trust, each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting
Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Offering Circular and the offering materials with respect to any related Other Securitization Trust.


 


	Item
    on Form 10-D	Party
    Responsible
	Item
        1A: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Certificate
    Administrator
	Item
    1B: Distribution and Pool Performance Information:	●     Certificate
    Administrator




    Exhibit Q-2 


     


    

	Item
    on Form 10-D	Party
    Responsible



	  ●     Item
    1121(a)(14) of Regulation AB	●     Depositor
	Item
        2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	●     Servicer
        (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

        

	Item
    3: Sale of Securities and Use of Proceeds	●     Depositor
	Item
    4: Defaults Upon Senior Securities	●     Certificate
    Administrator
	Item
    5: Submission of Matters to a Vote of Security Holders	●     Certificate
    Administrator
	Item
        6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB

        
	●     Servicer
    (excluding information for which the Special Servicer is the “Party Responsible”)




    Exhibit Q-3 


     


    
	Item
    on Form 10-D	Party
    Responsible


	provided,
        however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
        year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

         

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.

         
	●     Special
    Servicer (as to REO Property)
	Item
        7: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor




    Exhibit Q-4 


     


    
	Item
    on Form 10-D	Party
    Responsible


	Item
    8: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T, (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such
    information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
        Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
        Responsible” with respect to such information pursuant to Exhibit T.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Servicer
        (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 13.4 of the Trust and Servicing Agreement) and the Collection Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
        Date)

         

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)

        

	Item
        9: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

        
	●     Depositor
	Item
        9: Exhibits (no. 4):

         

        With
respect to instruments defining the 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 

        





    Exhibit Q-5 


     


    
	Item
    on Form 10-D	Party
    Responsible


	 	construed
        to make such party responsible for the initial filing of this Trust and Servicing Agreement

         

        provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	Item
        9: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item
        9: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only
        if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing
        the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing
        the published report and answering Item 5 by referencing the published report.

         
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	Item
        9: Exhibits (no. 23):

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

        
	●     Depositor




    Exhibit Q-6 


     


    
	Item
    on Form 10-D	Party
    Responsible


	Item
        9: Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney. 
	●     Certificate
    Administrator
	Item
        9: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
        9: Exhibits (no. 100)

         

        BRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

        
	●     Not
    Applicable.
	Item
    9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit T, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer or the Special
    Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K);
    provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
    or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.




    Exhibit Q-7 


     


    

EXHIBIT
S


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.5 of the Trust and Servicing Agreement to disclose
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is
relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-K Item described in the “Item
on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Servicer, the
Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled
to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other Securitization Trust
(other than information with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular),
in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Trust Loan Seller. Each of the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or
property identified as such in the prospectus relating to the Other Securitization and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Servicer or
the Special Servicer is not the applicable Servicer or Special Servicer, as the case may be. For this Agreement and any Other
Securitization Trust, each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange
Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no provider of
credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a
party identified as such in the Offering Circular and the offering materials with respect to any related Other Securitization
Trust.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
        1B: Unresolved Staff Comments

         
	●     Depositor
	Item
        9B: Other Information, but only to the extent of any information that meets all the following conditions:

         
	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such 




    Exhibit S-1 


     


    



	Item
    on Form 10-K	Party
    Responsible






	(a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D
Disclosure”
	information
    pursuant to Exhibit T.
	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        prospectus relating to the Companion Loan Securities, (ii) such information was not so set forth and (iii) the applicable
        Servicer has not previously reported such information as “Additional Form 10-D Information”.

         
	●     The
        Trust Loan Seller.

         

	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the prospectus relating to
        the Companion Loan Securities and (ii) the applicable Servicer has not previously reported such information or updated
        versions thereof as “Additional Form 10-D Information”.

        
	●     The
    Depositor	 




    Exhibit S-2 


     


    

	Item
    on Form 10-K	Party
    Responsible



	 	 	 
	Instruction
        J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.

         
	●     Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Property)

         
	 
	Instruction
    J(2)(c) (Significant Enhancement Provider Information):	●     Depositor




    Exhibit S-3 


     


    

	Item
    on Form 10-K	Party
    Responsible



	●     Items
    1114(b)(2) and 1115(b) of Regulation AB	 
	Instruction
        J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	●     Servicer
        (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator /Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

        

	Instruction
        J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2)
the Trust Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
provided, however, that an affiliation need not be 
	●     Servicer
        (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer
        or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Trustee

         

        ●     Each
        party (other than the Trust Loan Seller), if any, that is identified in the prospectus

        





    Exhibit S-4 


     


    


	Item
    on Form 10-K	Party
    Responsible



	disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities
        or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, 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 2022-OPO transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) the Trust Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form
        10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series

        
	relating
        to the Companion Loan Securities as an “originator” of one or more Mortgage Loans, if the prospectus relating
        to the Companion Loan Securities specifically states that the applicable Mortgage Loans were 10% or more of the assets
        of the Trust at the date of the prospectus relating to the Companion Loan Securities (provided that such a party shall
        no longer constitute a “Party Responsible” under this item from and after the date (if any) when the Depositor
        notifies the parties to this Agreement to the effect that such party no longer constitutes an originator of 10% or more
        of the assets of the Trust).

         

        ●     Each
        party (other than the Trust Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

         

        ●     Each
        party (if any) that is identified in the prospectus relating to the Companion Loan Securities as an “other material
        party to the securities or transaction” (or substantially similar phrasing); provided, however, that such a party
        shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the
        Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes a material party
        for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a

         





    Exhibit S-5 


     


    
	Item
    on Form 10-K	Party
    Responsible


	2022-OPO
        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) the Trust Loan
        Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

         
	written
    notice delivered by the Depositor to the parties to this Trust and Servicing Agreement, which notice is delivered not later
    than February 15 of the year in which the Form 10-K is due.
	Instruction
        J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business

        
	●     The
        Depositor

         

        ●     The
        Trust Loan Seller

         





    Exhibit S-6 


     


    
	Item
    on Form 10-K	Party
    Responsible


	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 2022-OPO transaction) between itself (that is, the particular “Party Responsible”), on the one hand,
        and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
        other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2022-OPO 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
	 




    Exhibit S-7 


     


    
	Item
    on Form 10-K	Party
    Responsible


	applicable
        Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         
	 
	Item
        15: Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor
	Item
        15: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor
	Item
        15: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Trustee

         

        ●     Certificate
        Administrator

         

        ●     Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement

         

        provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	Item
        15: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

        
	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a 




    Exhibit S-8 


     


    
	Item
    on Form 10-K	Party
    Responsible


	 	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.
	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):	●     Not
    applicable.




    Exhibit S-9 


     


    
	Item
    on Form 10-K	Party
    Responsible


	Published
    Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).	 
	Item
        15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 13.9 of this Trust and Servicing Agreement.

         
	●     Depositor
	Item
        15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 13.9 of this Trust and Servicing Agreement.

         
	●     Servicer

         

        ●     Special
        Servicer

         

        ●     Depositor

         

        ●     Any
        other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.

        

	Item
        15: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

        
	●     Certificate
    Administrator
	Item
    15: Exhibits (no. 31(i))	●     Not
    Applicable




    Exhibit S-10 


     


    
	Item
    on Form 10-K	Party
    Responsible


	Rule
    13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).	 
	Item
        15: Exhibits (no. 31(ii))

         

        Rule
13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 13.11) of this Trust and Servicing
    Agreement.
	Item
        15: Exhibits (no. 32)

         

        Section
1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
        15: Exhibits (no. 33)

         

        Report
on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 13.8) of this Trust and Servicing Agreement.
	Item
        15: Exhibits (no. 34)

         

        Attestation
report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
S-K).
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 13.9 of this Trust and Servicing Agreement.
	Item
        15: Exhibits (no. 35)

         

        Servicer
compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 13.7 (and Section 13.8) of this Trust and Servicing
    Agreement.
	Item
        15: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
        15: Exhibits (no. 100)x

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    15: Exhibits (By Operation of Item 9B	●     Certificate
    Administrator, Depositor and




    Exhibit S-11 


     


    
	Item
    on Form 10-K	Party
    Responsible


	Above),
    but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional
    Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit T, (b) such document is required to be reported as “Additional
    Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported
    as “Additional Form 8-K Disclosure”.	Trustee,
    in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item
    9(d) of Exhibit T (it being acknowledged that none of the Servicer or the Special Servicer constitutes a “Party
    Responsible” under Exhibit T with respect to any exhibits to a Form 10-K).




    Exhibit S-12 


     


    

EXHIBIT
T


 


FORM
8-K DISCLOSURE INFORMATION


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.6 of the Trust and Servicing Agreement to report
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Form 8-K Disclosure Information is
relevant for Exchange Act reporting purposes, the occurrence of any event described in the corresponding Form 8-K Item described
in the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act
Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to rely on the accuracy of the Offering Circular
and the offering materials with respect to any related Other Securitization Trust (other than information with respect to itself
that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific notice to the
contrary from the Depositor, Other Depositor or the Trust Loan Seller. Each of the Certificate Administrator, the Trustee, the
Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall
be entitled to assume that there is no “significant obligor” other than a party or property identified as such in
the prospectus relating to the Other Securitization and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information
for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable
Servicer or Special Servicer, as the case may be. For this Agreement and any Other Securitization Trust, each of the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular
and the offering materials with respect to any related Other Securitization Trust.


 



    Exhibit T-1 


     


    




	Item
    on Form 8-K	Party
    Responsible 





	Item
        1.01: Entry into a Material Definitive Agreement

         
	●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material
        contracts to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
        Administrator, Trustee, Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of
        Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
        asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent
        of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive
        agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive
        agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party)
        is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on
        behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party
        Responsible” in connection with any amendment to this Trust and Servicing Agreement.

        





    Exhibit T-2 


     


    
	Item
    on Form 8-K	Party
    Responsible 


	Item
    1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however,
    that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Trust
    and Servicing Agreement.
	Item
    1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item
	Item
    1.03: Bankruptcy or Receivership	●     Depositor
	Item
    2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	●     Depositor

         

        ●     Certificate
        Administrator

         

	Item
    3.03: Material Modification to Rights of Security Holders	●     Certificate
    Administrator
	Item
    5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item
    6.01: ABS Informational and Computational Material	●     Depositor
	Item
    6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

         

        ●     Depositor

        





    Exhibit T-3 


     


    
	Item
    on Form 8-K	Party
    Responsible 


	Item
    6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Servicer or Special
    Servicer	●     Certificate
        Administrator

         

        ●     Servicer
or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party
    to the Trust and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Servicer

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Depositor

	Item
    6.03: Change in Credit Enhancement or External Support	●     Depositor

         

        ●     Certificate
Administrator

	Item
    6.04: Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05: Securities Act Updating Disclosure	●     Depositor
	Item
    7.01: Regulation FD Disclosure	●     Depositor
	Item
    8.01: Other Events	●     Depositor
	Item
        9.01(d): Exhibits (no. 1):

         

        Underwriting
        agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

         
	●     Not
    applicable
	Item
        9.01(d): Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor
	Item
        9.01(d): Exhibits (no. 3):

         

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●     Depositor




    Exhibit T-4 


     


    
	Item
    on Form 8-K	Party
    Responsible 


	Item
        9.01(d): Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●     Certificate
        Administrator

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement

         

	Item
        9.01(d): Exhibits (no. 7):

         

        Correspondence
from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit
No. 7 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
        9.01(d): Exhibits (no. 14):

         

        Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
        9.01(d): Exhibits (no. 16):

         

        Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
        9.01(d): Exhibits (no. 17):

         

        Correspondence
on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
        9.01(d): Exhibits (no. 20):

         

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

        
	●     Not
    Applicable




    Exhibit T-5 


     


    
	Item
    on Form 8-K	Party
    Responsible 


	Item
        9.01(d): Exhibits (no. 23):

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item
        9.01(d): Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item
        15: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
        15: Exhibits (no. 100)

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.




    Exhibit T-6 


     


    








 


EXHIBIT
U


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY
BELOW**


 


Computershare
Trust Company, National Association, as Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attn:
Corporate Trust Services (CMBS) – JPMCC 2022-OPO—SEC REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of January 26, 2022 (the “Trust
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”),
KeyBank National Association, as Servicer and as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, and Wilmington Trust, National Association, as Trustee the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                       ],
phone number: [                       ];
email address: [                       ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Depositor


 




    Exhibit U-1


     


    

 


EXHIBIT
V


 


INITIAL
SUB-SERVICERS


 


None.


 




    Exhibit V-1


     


    

 


EXHIBIT
W


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO,

Commercial Mortgage Pass-Through Certificates

Series 2022-OPO (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [KeyBank National Association, as Servicer] [KeyBank National Association,
as Special Servicer] [Computershare Trust Company, National Association, as Certificate Administrator] [Wilmington Trust, 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 [__]] and the Certifying Servicer’s performance under the Trust 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 Trust
and Servicing Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying
Servicer has failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND
THE NATURE AND STATUS THEREOF]].


 





		Date:	 	


 


[KEYBANK
NATIONAL ASSOCIATION, as servicer]

[KEYBANK NATIONAL ASSOCIATION, as special servicer]

[COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee]


 


	By:		 
	 	Name:	 
	 	Title:	 





 




    Exhibit W-1


     


    

 


EXHIBIT
X


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Trust and Servicing Agreement. The transactions
covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a servicer, special
servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________*]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 


*
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required
to be issued), if applicable. 


 






    Exhibit X-1


     


    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 


	 	[NAME
OF REPORTING SERVICER]
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 




    Exhibit X-2


     


    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SERVICER


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, issued pursuant to the Trust and Servicing Agreement dated
                                         as of January 26, 2022 (the “Trust and Servicing Agreement”), between
                                         J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
                                         Association, as Servicer and as Special Servicer, Computershare Trust Company, National
                                         Association, as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee.



 


I,
[identity of certifying individual], hereby certify with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Trust and Servicing Agreement) (i) in connection with the certification
concerning the Trust, as applicable, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect
of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information
provided by the Servicer, collectively, the “Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, the Servicer Periodic Information, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
the Form 10-K;


 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by
the Form 10-K is included in the Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement and


 






    Exhibit Y-1-1


     


    

 


based on my knowledge and the compliance review conducted in preparing the Servicer compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Servicer Periodic Information, the Servicer has fulfilled its obligations under
the Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to
the Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all
material respects.


 


This
Certification is being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer
under the Trust and Servicing Agreement.


 


Dated:
____________________________


 


	 	 
	 	Name:
	 	Title:


 




    Exhibit Y-1-2


     


    

 


EXHIBIT
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY SPECIAL SERVICER


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, issued pursuant to the Trust and Servicing Agreement dated
                                         as of January 26, 2022 (the “Trust and Servicing Agreement”), between
                                         J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
                                         Association, as Servicer and as Special Servicer, Computershare Trust Company, National
                                         Association, as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee.



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






    Exhibit Y-2-1


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by
the Special Servicer under the Trust and Servicing Agreement.


 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:


 




    Exhibit Y-2-2


     


    

 


EXHIBIT
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, issued pursuant to the Trust and Servicing Agreement dated
                                         as of January 26, 2022 (the “Trust and Servicing Agreement”), between
                                         J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
                                         Association, as Servicer and as Special Servicer, Computershare Trust Company, National
                                         Association, as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee.



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the servicer
and the special servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and


 






    Exhibit Y-3-1


     


    

 


except as disclosed in the Reports, the Certificate Administrator has fulfilled its
obligations under the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed
by the Certificate Administrator under the Trust and Servicing Agreement.


 


Dated:
____________________________


 


	 	 
	 	Name:
	 	Title:


 




    Exhibit Y-3-2


     


    

 


EXHIBIT
Y-4


 


FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, issued pursuant to the Trust and Servicing Agreement dated
                                         as of January 26, 2022 (the “Trust and Servicing Agreement”), between
                                         J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National
                                         Association, as Servicer and as Special Servicer, Computershare Trust Company, National
                                         Association, as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee.



 


I,
[identity of certifying individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors
and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the
Certification Parties will rely on this Certification in connection with the certification concerning the Trust or trust related
to an Other Securitization, as applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and
submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 






    Exhibit Y-4-1


     


    

 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee
under the Trust and Servicing Agreement.


 


Dated:
____________________________


 


	 	 
	 	Name:
	 	Title:


 




    Exhibit Y-4-2


     


    

 


EXHIBIT
Y-5


 


FORM
OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY 


	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

         

        J.P.
Morgan Chase Commercial Mortgage Securities Corp. 

        383
Madison Avenue, 8th Floor 

        New
York, New York 10179 

        Attention:
Kunal K. Singh 

        email:
        US_CMBS_Notice@jpmorgan.com

         

        Wilmington
        Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee JPMCC 2022-OPO

        (with a copy sent via email to: CMBSTrustee@wilmingtontrust.com)

         
	J.P.
Morgan Chase Commercial Mortgage Securities Corp. 

        4
New York Plaza, 21st Floor 

        New
York, New York 10004 

        Attention:
SPG Legal 

        email:
        US_CMBS_Notice@jpmorgan.com

         

        Computershare
        Trust Company, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) – JPMCC 2022-OPO

        (with a copy sent via email to: trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com)

         

        Computershare
Trust Company, National Association 

        600
South 4th Street, 7th Floor 

        Minneapolis,
Minnesota 55415

Attention: Certificate Transfer Services – CTS
– JPMCC 2022-OPO 



		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage Pass-Through
                                         Certificates, Series 2022-OPO, RR Interest



 


In
accordance with Section 9.5(c) of the Trust and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.       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 Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 






    Exhibit Y-5-1


     


    

 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Trust 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.


 


	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 




    Exhibit Y-5-2


     


    

 


EXHIBIT
Z


 


FORM
OF NOTICE OF MEZZANINE EQUITY COLLATERAL FORECLOSURE


 


Computershare
Trust Company, National Association, 


as
Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services (CMBS) – JPMCC 2022-OPO


 


		Re:	Attention:
                                         J.P. Morgan Chase Commercial Mortgage Securities Trust 2022-OPO, Commercial Mortgage
                                         Pass-Through Certificates, Series 2022-OPO



 


In
accordance with the Trust and Servicing Agreement, dated as of January 26, 2022 (the “Agreement”), by and among
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer and as Special
Servicer, Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, with respect to the above-referenced certificates, the undersigned hereby notifies you that Mezzanine Lender has accelerated
the Mezzanine Loan and/or have commenced foreclosure or similar proceedings against the related Mezzanine Equity Collateral, as
described below:


 


[_____________]


 


Pursuant
to Section 3.21(c) of the Agreement, upon receipt of this notice, you are required to cause each Privileged Person to re-submit
any Investor Certification previously delivered by such Privileged Person, prior to allowing it access to the information on your
Internet website.


 


Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.


 


	 	[SPECIAL
SERVICER]
	 	 
	 	Name:
	 	Title:








 






    Exhibit Z-1